TDHCA TCAP Written Agreement (Blackline)

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					                               TCAP WRITTEN AGREEMENT
                               (Tax Credit Assistance Program)
                                      No. [_________________]



       This TCAP WRITTEN AGREEMENT (this “Agreement”) is made and entered into by
and between TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS, a public
and official agency of the State of Texas, established by Chapter 2306, Texas Government Code,
with a mailing address of 221 East 11th Street, P.O. Box 13941, Austin, Texas 78722-3941
(together with its successors, the “Department” or “TDHCA”) and [_________________]
(together with its successors and assigns, the “Development Owner”).

                                          RECITALS

       WHEREAS, the Department has entered into a grant agreement with the U.S.
Department of Housing and Urban Development (“HUD”) pursuant to which HUD will provide
funds to TDHCA to make available to eligible applicants for capital investments in rental
housing developments that receive an Award of Tax Credits under Section 42(h) of the Code
pursuant to the Tax Credit Assistance Program (“TCAP Program”) under Title XII of the
Recovery Act;

      WHEREAS, the Department is a “designated State housing credit agency” within the
meaning of the Recovery Act and has the authority to make a loan of TCAP funds (the “TCAP
Funds”)(IDIS Number: M-09-ES-48-01007) to eligible applicants in accordance with the
Program Requirements;

        WHEREAS, the Development Owner intends to acquire, develop and operate
[_________________] on the land described in Exhibit A, attached hereto and made a part
hereof for all purposes (“Development Site”), a rental housing development (the Development
Site together with all Improvements located or to be located thereon are collectively referred to
as the “Development”);

       WHEREAS, the Department has awarded Tax Credits pursuant to an allocation or
determination of Tax Credits with respect to the Development (the “Tax Credit Award of Tax
Credits”) as more specifically described in the Summary Information Report (the “Summary”)
attached hereto and incorporated herein by reference for all purposes as Exhibit D;

        WHEREAS, the Development Owner has provided evidence of a Good Faith Effort to
obtain financing commitments from a private equity investor and Lender and has so obtained a
commitment from the tax credit investor identified in the Summary (the “Tax Credit Investor”)
to make an equity investment in the Development Owner in the amounts set forth in the
Summary in exchange for an allocation of the Tax Credits awarded to the Development;

       WHEREAS, the Board adopted Board Resolution No. 09-043 on May 21, 2009 which
sets forth, among other things, the policies and procedures by which the Department will
implement the TCAP Program and allocate TCAP Funds to eligible applicants (as it may be
amended from time to time, the “TCAP Program Policy”);
        WHEREAS, the Development Owner has submitted an Application to the Department for
a loan of TCAP Funds to assist in the financing of the Development;

        WHEREAS, the Board has made the TCAP Award and authorized the TCAP Loan
subject to the terms and conditions set forth herein;

        NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth
herein, including the Recitals, which are contractual in nature, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, each
intending to be legally bound, hereby agree as follows:

                                         ARTICLE I
                                        DEFINITIONS

        Unless the context clearly indicates otherwise, capitalized terms used shall have the
meanings ascribed to them in this Agreement; provided that certain capitalized terms used and
not defined herein shall have the meanings ascribed to them in or for purposes of Section 42 of
the Code and the QAP. In the event of a conflict between Section 42 of the Code and the QAP
with respect to the meaning of a defined term, the meaning given by Section 42 of the Code shall
control.

       “Action Plan” shall have the meaning attributed thereto in Section 4.3B.

       “Agreement” means this TCAP Written Agreement, including any and all exhibits and
subsequent amendments.

        “Applicable Legal Requirements” means all federal, State and local laws, rules and
regulations applicable to the activities and obligations performed by the Development Owner
pursuant to this Agreement including, without limitation, the federal laws, orders and regulations
specified in Section 5.2E of this Agreement and Exhibit H.

        “Application” means the application with the file number indicated in the Summary,
submitted by the Development Owner to the Department in connection with the TCAP Award to
the Development, as amended and supplemented from time to time.

       “Asset Manager” means the Department or its designee.

       “Asset Management Fee” means the annual per unit fee, from time to time in effect,
payable for the services of the Asset Manager pursuant to Article X of this Agreement.

        “Assignment of Construction Documents” means the agreement by and between the
Department and the Development Owner pursuant to which the Development Owner has
assigned all of its rights under the Construction Documents to the Department as additional
security for performance by the Development Owner of all of its obligations under the TCAP
Loan Documents.




                                              -2-            TCAP Written Agreement No. [_________________]
        “Assignment of Property Management Agreement” means the agreement by and
between the Department and the Development Owner pursuant to which the Development
Owner has assigned all of its rights under the property management agreement to the Department
as additional security for performance by the Development Owner of all of its obligations under
the TCAP Loan Documents.

        “Authorized Officer” means an individual certified as being duly authorized and
empowered to act on behalf of, as applicable, the Department or the Development Owner. A
current list of Authorized Officers for the Development Owner is set forth on Exhibit K.

       “Award of Tax Credits” means the approval by the Board, as described in the Recitals,
of an allocation or determination of Tax Credits with respect to the Development during the
period commencing on October 1, 2006 and ending on September 30, 2009, as the same may be
adjusted based upon the Development Owner’s Application for TCAP Funds.

       “Board” means the governing board of the Department.

        “Budget” means the sources and uses as evidenced in the Department’s underwriting
report for the Development attached hereto as Exhibit B.

       “Business Day” means Monday through Friday excluding state and federal holidays.

       “Closing” means the date on which the TCAP Note and Security Instruments are fully
executed by all the parties thereto and delivered to the Department and, if applicable, the TCAP
Mortgage is properly recorded in the real property records for the county in which the
Development is located, all of which must occur by the first Business Day following six (6)
months from the date on which the Department executed this Agreement.

        “Code” means the Internal Revenue Code of 1986, as amended, and as the context may
require, the Treasury Regulations promulgated thereunder, and any published rulings, procedures
and notices thereunder.

       “Compliance Period” means the compliance period described in Section 42(i)(1) of the
Code, as it may apply to each building in the Development.

        “Construction Completion Date” means the date upon which the architect for the
Development Owner certifies that construction of the Development is substantially complete and
that the Development is ready for its intended use as further evidenced by receipt of final
certificates of occupancy (or the jurisdictional equivalent) by the earlier of November 30, 2011
or the first Business Day following 24 months from Closing.

        “Construction Documents” means the construction contract, including, without
limitation, the general conditions, project manual (including general requirements and technical
specifications, drawings or sketches), the Plans and Specifications, and any addenda thereto, the
construction schedule, and any and all trade contracts pursuant to which construction of the
Improvements will be accomplished, as the same may be amended from time to time. As used
throughout this Agreement the term “construction” shall be read expansively to encompass, as
applicable, development, new construction, rehabilitation, and other similar activity.


                                              -3-            TCAP Written Agreement No. [_________________]
        “Cost Certification” means the written certification of a certified public accountant as to
the itemized amounts of the construction and development costs of the Development, submitted
to the Department in order to obtain IRS Form(s) 8609 for the Development or as otherwise
required by the Department. Cost Certification shall be conducted in accordance with 10 TAC
Section 49.15(b) and the Department’s Cost Certification Manual, save and except the deadline
for submission to the Department.

       “Default” means an Event of Default has occurred under the applicable document or
instrument and it has not been cured within the applicable notice and cure period, or thereafter
waived.

        “Department” or “TDHCA” means the Texas Department of Housing and Community
Affairs, an agency of the State of Texas, established under Chapter 2306 of the Texas
Government Code, and its successors.

      “Developer Assignment, Pledge and Security Agreement” means the agreement by
and among the Department, the Development Owner and the Developer pursuant to which the
Developer has pledged all of its rights under the development agreement pertaining to the
Development to the Department as additional security for performance by the Development
Owner of all of its obligations under the TCAP Loan Documents.

         “Development Owner Parties” shall have the meaning attributed thereto in Section
7.1FF.

         “Draw Schedule” shall have the meaning attributed thereto in Section 4.2A.

        “Eligible Costs” means costs for capital investments in Tax Credit developments that are
permissible under the Program Requirements. Eligible Costs include costs includible in “eligible
basis,” determined in accordance with Section 42(d) of the Code, costs of land acquisition, on-
site demolition costs and hazardous material remediation costs. Eligible Costs do not include
costs for swimming pools, asset management, program administration or compliance monitoring.

       “Entity” means any Person, other than an individual, including any general partnership,
limited partnership, corporation, joint venture, trust, limited liability company, limited liability
partnership, business trust, cooperative or other business association, however organized.

        “Equity Bridge Loan Initiative” means one of the funding programs available under the
TCAP Program Policy pursuant to which TCAP Loans may be made by the Department. The
funding program pursuant to which this TCAP Loan is being made to the Development Owner is
identified in the Summary.

         “Event of Bankruptcy” or “Bankruptcy” means, as to a specified Person:

                 (i)    the entry of a decree or order for relief by a court having jurisdiction in
         respect of such Person in an involuntary case under the federal bankruptcy laws, as now
         or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or
         other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee,
         sequestrator (or similar official) of such Person or for any substantial part of such


                                                 -4-            TCAP Written Agreement No. [_________________]
       Person’s property, or ordering the winding-up or liquidation of such Person’s affairs and
       the continuance of any such decree or order unstayed and in effect for a period of ninety
       (90) consecutive days; or

               (ii)    the commencement by such Person of a voluntary case under the federal
       bankruptcy laws, as now constituted or hereafter amended, or any other applicable federal
       or state bankruptcy, insolvency or other similar law, or the consent by such Person to the
       appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
       sequestrator (or similar official) of such Person or for any substantial part of such
       Person’s property, or the making by such Person of any assignment for the benefit of
       creditors, or the taking of action by the Person in furtherance of any of the foregoing.

       “Event of Default” shall have the meaning attributed thereto in Section 11.1A.

       “Excess Amount” shall have the meaning attributed thereto in Section 2.1C.

       “Excess Development Costs” shall have the meaning attributed thereto in Section 7.2A.

      “Extended Affordability Period” means the period beginning at the end of the
Compliance Period and ending fifteen years thereafter, or such longer period as designated in the
Development Owner’s Application and/or the TCAP LURA, as applicable.

        “Fifty Percent Construction Completion Date” means the date on which the architect
for the Development Owner certifies that construction of the Development is fifty percent (50%)
complete based upon the total of hard costs incurred for work completed as a percentage of total
hard costs in the Construction Documents.

       “Fiscal Quarter” means any of the three (3) consecutive month periods of each Fiscal
Year ending on March 31, June 30, September 30 and December 31.

      “Fiscal Year” means the twelve (12)-month period which begins on January 1 and ends
on December 31 of each calendar year.

       “Force Majeure” shall have the meaning attributed thereto in Section 12.13.

       “General Partner Assignment, Pledge and Security Agreement” means the agreement
by and between the Department and the General Partner pursuant to which the General Partner
has pledged its ownership interest in the Development Owner as additional security for
performance by the Development Owner of all of its obligations under the TCAP Loan
Documents.

        “Good Faith Effort” means reasonable efforts, as determined by the Department in its
sole reasonable judgment, to have been acceptably demonstrated by the Development Owner to
secure final financing commitments from equity investors and lenders (other than the
Department).




                                               -5-            TCAP Written Agreement No. [_________________]
        “Governmental Authority” means the Department, HUD, the IRS or any other federal,
state or local governmental agency or authority having jurisdiction over the particular matter to
which reference is being made.

       “HUD” means the U.S. Department of Housing and Urban Development and its
successors.

       “HUD Notice” means Notice CPD-09-03 issued by HUD on May 4, 2009 and revised
July 27, 2009, and any revisions, updates, modifications or successors thereto.

       “Improvements” means the residential rental housing Development, including
functionally related and subordinate facilities and other structures, now existing or hereafter to be
developed on the Development Site in accordance with the Construction Documents, including
any future replacements and additions thereto.

        “IRS” means the U.S. Internal Revenue Service.

       “Lender” means any Person (other than the Department) loaning funds to be secured in
whole or in part by the Development.

         “Limited Partner Assignment, Pledge and Security Agreement” means the agreement
by and between the Department and the Limited Partner, as may be required by the Equity
Bridge Loan Initiative, pursuant to which the Limited Partner has pledged its ownership interest
in the Development Owner as additional security for performance by the Development Owner of
all of its obligations under the TCAP Loan Documents.

       “Low-Income Unit” means a dwelling unit in the Development that is to be held for
occupancy by the Development Owner and occupied in such a manner as to qualify such unit as
a “low-income unit” under Section 42(i)(3) of the Code.

        “Material Change Order” means a change order to the Budget, construction contract,
Draw Schedule or any of the other Construction Documents in connection with the construction
of the Improvements that would result in an overall increase or decrease in excess of five percent
(5%) in the development cost, reflected in Exhibit B.

       “Minimum Set-Aside Test” means the set-aside test described in Section 42(g)(1) of the
Code selected by the Development Owner with respect to the Award of Tax Credits to the
Development pursuant to the Tax Credit AllocationTax Credit Award, as specified in the
Application.

       “Mortgage” means any mortgage, mortgage deed, deed of trust, deed to secure debt or
any similar security instrument, as amended, restated, modified or supplemented from time to
time on any portion of the Development given by the Development Owner to any Lender or the
Department to secure any indebtedness, together with any other documents pertaining to said
indebtedness, which were required by the Lender or the Department as a condition to making a
Mortgage Loan.




                                                -6-            TCAP Written Agreement No. [_________________]
        “Mortgage Loans” means the Department’s loans and the loans listed on Exhibit F, or
any replacements or substitutes thereof, as approved by the Department in its reasonable
discretion pursuant to the terms of this Agreement and the other TCAP Loan Documents. The
term, “Mortgage Loans”, shall not include a loan that is secured by the Limited Partner
Assignment, Pledge and Security Agreement in lieu of a Mortgage pursuant to the Department’s
Equity Bridge Loan Initiative.

       “NEPA Review Process” means the environmental review process mandated by the
National Environmental Policy Act of 1969 (42 U.S.C. Sec. 4321 et. seq.) and all laws
referenced by, and requirements set forth in, 24 CFR Part 58.6.

       “Permanent Loan Replacement Initiative” means one of the funding programs
available under the TCAP Program Policy pursuant to which TCAP Loans may be made by the
Department. The funding program pursuant to which this TCAP Loan is being made to the
Development Owner is identified in the Summary.

         “Person” means any individual or Entity, and the heirs, executors, administrators, legal
representatives, successors and assigns of such Person where the context so admits; and, unless
the context otherwise requires, the singular shall include the plural, and the masculine gender
shall include the feminine and the neuter and vice versa.

       “Plans and Specifications” means the plans and specifications for the construction of the
Development, including, without limitation, specifications for materials, and all amendments and
modifications thereof.

        “Program Requirements” means the TCAP Program Policy and any and all
requirements (including the Applicable Legal Requirements) for receiving and maintaining a
loan of TCAP Funds as set forth in Title XII of the Recovery Act, the HUD Notice and any other
rules, regulations, guidelines or notices published by HUD from time to time with respect to the
TCAP Program that are applicable to the Development.

        “QAP” means the “Qualified Allocation Plan and Rules with Amendments” (a) in effect
for the State for the year in which the Tax Credits were awarded to the Development Owner with
respect to the Development; or (b) determined by the Department to be applicable to the
Development in accordance with the Board’s policies and rules.

       “Qualified Tenants” means tenants who at the time of their initial occupancy of the
Development, satisfy the income limits applicable under the Minimum Set-Aside Test under
executed leases with terms of not less than six (6) months at rentals meeting the requirements of
the Rent Restriction Test.

       “Recapture Amount” shall have the meaning attributed thereto in Section 6.1B.

       “Recapture Event” shall have the meaning attributed thereto in Section 6.1A.

      “Recovery Act” means the American Recovery and Reinvestment Act of 2009, as it may
be amended from time to time.



                                              -7-            TCAP Written Agreement No. [_________________]
       “Rent Restriction Test” means the test described in Section 42(g)(2) of the Code
whereby the gross rent charged to tenants of the Low-Income Units in the Development may not
exceed thirty percent (30%) of the applicable qualifying income levels based upon the Minimum
Set-Aside Test.

        “Required In-Service Date” means the date by which at least one unit in each building
in the Development must be ready and available for occupancy in accordance with State and
local laws (also known as “Placed-in-Service”), which date shall not be later than December 31,
20[_________________].

       “Required Report” shall have the meaning attributed thereto in Section 9.1B.

       “Requisition” means a request for disbursement of TCAP Funds signed by the
Development Owner, the General Contractor and the architect for the Development Owner in a
form prescribed by the Department attached hereto as Exhibit L.

        “Security Instruments” means, collectively, (i) the Developer Assignment, Pledge and
Security Agreement, (ii) the Assignment of Property Management Agreement, (iii) the
Assignment of Construction Documents, (iv) the General Partner Assignment, Pledge and
Security Agreement, (v) the TCAP Mortgage, as applicable, (vi) the Limited Partner
Assignment, Pledge and Security Agreement (if applicable), and (vii) any and all other
documents, instruments, and writings whereby the Developer, the Development Owner, and/or
any Affiliate grants the Department any rights, liens, charges, security interests, ownership
interests, Mortgages, pledges, hypothecations, or other rights, legally or beneficially, collaterally
or directly, to provide for the protection of the Department against any failure to adhere to the
Program Requirements.

        “Seventy-Five Percent Construction Completion Date” means the date on which the
architect for the Development Owner certifies that construction of the Development is seventy-
five percent (75%) complete based upon the total of hard costs incurred for work completed as a
percentage of total hard costs in the Construction Documents as may be amended from time to
time.

       “State” means the State of Texas.

       “Summary” means the Summary Information Report attached hereto and incorporated
herein by reference for all purposes as Exhibit D.

         “Tax Credit Allocation” shall have the meaning attributed thereto in the Recitals, and it
shall include such additional action and/or documentation which the Department may take and
provide pursuant to Section 42(h)(1) of the Code and Treasury Regulations in order to make an
“allocation” to buildings in the Development for purposes of the Code.

       “Tax Credit Assistance Program” means the TCAP Program under Title XII of the
Recovery Act pursuant to which grants are appropriated to states for rental housing
developments that receive an Award of Tax Credits under Section 42(h) of the Code.




                                                -8-            TCAP Written Agreement No. [_________________]
        “Tax Credit Award” shall have the meaning attributed thereto in the Recitals, and it
shall include such additional action and/or documentation which the Department may take and
provide pursuant to Section 42(h)(1) of the Code and Treasury Regulations in order to make an
“allocation” to buildings in the Development for purposes of the Code.

       “Tax Credit Investment Commitment” means the commitment of the Tax Credit
Investor to make an equity investment in the Development Owner in exchange for Tax Credits.

       “Tax Credit Investment Documents” means any and all documents and instruments
executed or delivered in connection with the Tax Credit Investor’s equity investment in the
Development Owner including, without limitation, the amended and restated organizing
documents of the Development Owner.

       “Tax Credit Investor” means the Person identified in the Summary, together with any
Person authorized to act on behalf of the Tax Credit Investor under any of the organizing
documents of the Development Owner.

      “Tax Credit Replacement Initiative” means one of the funding programs available
under the TCAP Program Policy pursuant to which TCAP Loans may be made by the
Department. The funding program pursuant to which this TCAP Loan is being made to the
Development Owner is identified in the Summary.

       “Tax Credits” means the federal low-income housing tax credits under Section 42(h) of
the Code (including credits made available through housing credit ceiling provided by Section
1400N(c) of the Code).

       “TCAP Award” means the approval by the Board, described in the Recitals, of the
award of TCAP Funds and the making of the TCAP Loan to the Development Owner.

       “TCAP Funds” shall have the meaning attributed thereto in the Recitals.

        “TCAP Loan” means the loan of TCAP Funds in the aggregate principal amount set
forth in the Summary to be made by the Department to the Development Owner or any other
Person contemplated herein to assist in the financing of the construction of the Development
pursuant to all of the terms and conditions of this Agreement and the other TCAP Loan
Documents. The TCAP Loan shall be payable in accordance with the terms set forth in Section
2.3 and in the TCAP Note.

       “TCAP Loan Documents” means any and all documents and instruments executed or
delivered by the Development Owner to the Department in connection with the TCAP Loan and
includes, without limitation, this Agreement, the TCAP Note, the Security Instruments, and the
TCAP LURA.

        “TCAP LURA” means the Land Use Restriction Agreement for the Tax Credit
Assistance Program between the Department and the Development Owner, in which the
Development Owner agrees to maintain the Development for occupants who meet the income
requirements under Section 42(g) of the Code and to maintain the Development as “rent-
restricted” under Section 42(g) of the Code for a certain period of time set forth in the TCAP


                                            -9-            TCAP Written Agreement No. [_________________]
LURA, subject to certain exceptions set forth therein, and which is binding on the Development
Owner’s successors in interest and encumbers the Development with respect to the requirements
of this Agreement, Chapter 2306 of the Texas Government Code and Section 42 of the Code.

      “TCAP Mortgage” means the deed of trust granted by the Development Owner to the
Department to secure the obligation of the Development Owner to repay the TCAP Loan.

       “TCAP Note” means the promissory note evidencing the TCAP Loan.

       “TCAP Program” shall have the meaning attributed thereto in the Recitals.

       “TCAP Program Policy” shall have the meaning attributed thereto in the Recitals.

        “Tenant Income Certification” means a tenant’s initial Tax Credit certification,
including the tenant income certification/certificate of resident eligibility, all sources used in
verifying income and assets (including, but not limited to, third party verification, checking and
savings accounts, pay stubs, verification of assets, etc.), a copy of one completed lease signed
and dated for each building in the Development, and a copy of the first and last page of each
resident lease for each Low-Income Unit in the Development, showing the start date of the lease
and signature of the resident(s) and Development Owner.

        “Treasury” means the United States Department of the Treasury, including the United
States of America acting through the Treasury.

       “Treasury Regulations” means the temporary and final regulations promulgated under
the Code, as such regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).

        “Twenty-Five Percent Construction Completion Date” means the date on which the
architect for the Development Owner certifies that construction of the Development is twenty-
five percent (25%) complete based upon the total of hard costs incurred for work completed as a
percentage of total hard costs in the Construction Documents as may be amended from time to
time.

                                       ARTICLE II
                                   LOAN OF TCAP FUNDS

       Section 2.1        TCAP Loan

        A.    The Department shall make the TCAP Loan to the Development Owner in
accordance with the TCAP Award, pursuant to the terms and conditions of this Agreement and
all other TCAP Loan Documents.

       B.     The Development Owner shall receive the amounts from time to time advanced
under the TCAP Loan Documents and use the proceeds thereof to pay only Eligible Costs
incurred by the Development Owner in connection with the construction of the Development.
The funding of the TCAP Loan (and any portion thereof) is expressly conditioned upon the
Development Owner complying with all of the Program Requirements and the terms of this


                                              - 10 -         TCAP Written Agreement No. [_________________]
Agreement. The Development Owner expressly acknowledges and covenants that the proceeds
of the TCAP Loan may not be applied to any costs that are not Eligible Costs.

        C.      If at any time prior to the Department’s issuance of IRS Forms 8609 to the
Development Owner the Department determines that (i) additional funds have been committed to
the Development and/or a Material Change Order which reduces the costs of the Development
has occurred in accordance with this Agreement or an amendment of application subsequent to
allocation by board which reduces the costs of the Development has occurred under Texas
Government Code Section 2306.6712, and as a result the amount of the TCAP Loan that has
been funded to the Development Owner is more than the amount necessary for the financial
feasibility of the Development and its viability as a qualified low-income housing development
throughout the Compliance Period or (ii) a portion of the TCAP Loan has been expended on uses
other than Eligible Costs (in either case, the amount determined by the Department to have been
excessive or impermissible is the “Excess Amount”), the Department shall provide the
Development Owner with notice thereof and the Development Owner shall pay, in immediately
available funds within thirty (30) Business Days from the date of such notice, an amount equal to
the Excess Amount. In addition to the foregoing, the Department may take any other remedial
action it deems necessary or advisable to fulfill its program obligations to HUD or otherwise
carry out the principal purposes of the TCAP Program. The Development Owner may appeal the
determination and repayment of an Excess Amount in accordance with the appeal process
outlined in 10 TAC Section 1.7.

        D.      The Department acknowledges that it has received from HUD an award of
sufficient TCAP Funds to fulfill its obligations under this Agreement and the other TCAP
Written Agreements that the Department has entered into, or hereafter enters into, with other
development owners, including without limitation, the Department’s obligation to fund the
TCAP Loan in accordance with the terms of this Agreement; provided, however, the
Development Owner acknowledges that the Department’s ability to fund the TCAP Loan is
contingent upon HUD’s actual delivery to the Department of TCAP Funds in an amount
sufficient for the Department to pay the pending Requisition. If the Department fails to receive
adequate TCAP Funds from HUD, or if the Department is on notice that delivery of said TCAP
Funds will be materially delayed, the Department shall promptly notify the Development Owner
in writing and shall not be liable for failure to make payments in connection with the applicable
Requisition until such time as the Department receives the applicable TCAP Funds from HUD.
In the event that no TCAP Funds are disbursed to the Development Owner as a result of the
circumstances described in this Section 2.1D, the Department will execute a document
terminating the TCAP LURA.

       Section 2.2        Term

       This Agreement shall be effective upon its execution and delivery and shall remain in full
force and effect until the later to occur of (i) the expiration of the Compliance Period or (ii) the
repayment of all outstanding principal and accrued interest on the TCAP Loan, unless earlier
terminated in accordance with the provisions herein.




                                               - 11 -         TCAP Written Agreement No. [_________________]
       Section 2.3       TCAP Loan Terms

       The general terms of the TCAP Loan are as set forth in the Summary.

                                   ARTICLE III
                      INITIAL DISBURSEMENT OF TCAP FUNDS

       Section 3.1       Due Diligence and Closing Requirements

        A.    Prior to or contemporaneous with execution and delivery of this Agreement by the
Development Owner, the Development Owner shall provide in form and substance satisfactory
to the Department the following:

               (i)    confirmation of the accuracy of the information contained in the Summary
       and its acceptance thereof by initialing each page of Exhibit D.

             (ii)    a signed “Certificate Regarding Lobbying for Contracts, Grants, Loans
       and Cooperative Agreements” in the form attached hereto as Exhibit I.

              (iii) certification through execution of this Agreement that (a) construction will
       commence within the earlier to occur of (a) the first Business Day following two (2)
       months from the date of Closing, or (b) the first Business Day following eight (8) months
       from the date of this Agreement; (b) the Fifty Percent Construction Completion Date will
       occur by the first Business Day following 12 months from Closing; and (c) the
       Construction Completion Date will occur by the first Business Day following 24 months
       from Closing.

               (iv)   a copy of the Tax Credit Investment Commitment. The Tax Credit
       Investment Commitment shall be sufficient to ensure that the Tax Credit Investor will
       enter into the Tax Credit Investment Documents prior to or contemporaneously with
       Closing assuming satisfaction of reasonable (industry standard) terms and conditions set
       forth therein.

       B.     Prior to and as a condition to Closing, the Development Owner shall provide in
form and substance satisfactory to the Department the following:

             (i)    evidence of satisfaction of any and all outstanding conditions to the TCAP
       Award including, without limitation, the items described in Exhibit C of this Agreement.

             (ii)   an acceptable “Affirmative Fair Housing Marketing Plan” in the form
       promulgated by HUD, attached hereto as Exhibit G.

              (iii) evidence that the Development Owner has completed the NEPA Review
       Process and obtained all required environmental clearance for the Development, and
       HUD shall have approved the request for release of funds. THIS AGREEMENT DOES
       NOT CONFER UPON THE DEVELOPMENT OWNER A LEGAL CLAIM TO
       ANY AMOUNT OF TCAP FUNDS UNLESS AND UNTIL THE “AUTHORITY



                                             - 12 -         TCAP Written Agreement No. [_________________]
       TO USE GRANT FUNDS” (HUD 7015.16) OR EQUIVALENT LETTER HAS
       BEEN EXECUTED BY HUD.

               (iv)    an executed and certified copy of the Tax Credit Investment Documents.
       The Tax Credit Investment Documents shall evidence the Tax Credit Investor’s
       obligation to make the required equity investment in the Development subject to
       satisfaction of reasonable (industry standard) terms and conditions set forth therein.

             (v)    sufficient evidence to support          its   construction       commencement
       commitment, confirm the same in writing.

              (vi)   the General Partner Assignment, Pledge and Security Agreement executed
       by the Department, the General Partner and the Development Owner.

              (vii) the Limited Partner Assignment, Pledge and Security Agreement, as
       applicable, executed by the Department, the Limited Partner and the Development
       Owner.

              (viii) the Developer Assignment, Pledge and Security Agreement executed by
       the Department, the Developer and the Development Owner.

             (ix)   the Assignment of Property Management Agreement executed by the
       Department and the Development Owner.

              (x)    the Assignment of Construction Documents executed by the Department
       and the Development Owner.

              (xi)   the filed or ready to be filed TCAP LURA.

              (xii) all documents, instruments, and writings reasonably required by the
       Department to establish and protect its obligations and rights with respect to the matters
       made the subject hereof, all executed and delivered by Authorized Officers and in form
       and substance satisfactory to the Department and its counsel.

                                   ARTICLE IV
                           DISBURSEMENTS OF TCAP FUNDS

       Section 4.1       Eligible Costs

       A.     The proceeds of the TCAP Loan must be used for Eligible Costs. The Asset
Manager shall determine the Development Owner’s compliance with this requirement at the time
each Requisition of TCAP Funds is submitted and upon a review of the Cost Certification.
Parties will execute any amendments necessary to address compliance with Program
Requirements.

       B.     In the event that the Department shall determine that the proceeds of the TCAP
Loan have been used to pay costs other than Eligible Costs, whether such costs are not Eligible
Costs because they are not approved as Eligible Costs in accordance with this Agreement or


                                             - 13 -         TCAP Written Agreement No. [_________________]
because they constitute uses other than Eligible Uses, the Department shall provide the
Development Owner with written notice thereof and the Development Owner shall pay to the
Department, in immediately available funds within thirty (30) Business Days from the date of
said notice, an amount equal to that portion of the TCAP Loan used to pay costs other than
Eligible Costs.

       C.     To the extent that TCAP Funds shall be used to pay developer fees:

               (i)      The Developer shall be entitled to receive the developer fee in an amount
       set forth in the Budget, not to exceed the limits identified in the applicable QAP.

               (ii)   Up to seventy-five percent (75%) of the developer fee may be disbursed in
       accordance with the percentage of construction completion of the Development. The
       balance of the developer fee may be paid upon the later to occur of (i) the Department’s
       receipt and acceptance of Cost Certification in form and substance satisfactory to the
       Department, and (ii) determination by the Department that there are sufficient sources of
       funds available after payment of all other development costs to pay the balance of the
       developer fee (unless, in each case, the development agreement or the organizational
       documents of the Development Owner provide for later payment).

       Section 4.2       Requisitions; Expenditure Deadlines

        A.    Requisitions shall be submitted to the Department for approval. The Development
Owner will submit not more than four (4) Requisitions to the Department at the times and in the
amounts set forth in the projected draw schedule attached hereto as Exhibit E (the “Draw
Schedule”). The Development Owner shall update the Draw Schedule as and when Requisitions
for disbursements of TCAP Funds are made.

       B.     In the case where the Construction Completion Date has occurred prior to
execution of this Agreement, the Development Owner may submit a Requisition, at or
immediately after Closing, but no later than November 30, 2011, for one hundred percent
(100%) of the TCAP Loan. Otherwise, the Development Owner acknowledges and agrees that:

              (i)    twenty-five percent (25%) of the TCAP Loan amount must be expended
       on Eligible Costs by the Twenty-Five Percent Construction Completion Date and the
       Development Owner may subsequently submit a Requisition of up to twenty-five percent
       (25%) of the TCAP Loan;

               (ii)   fifty percent (50%) of the TCAP Loan amount must be expended on
       Eligible Costs by the Fifty Percent Construction Completion Date which must occur by
       the first Business Day following 12 months from Closing and the Development Owner
       may subsequently submit a Requisition of up to fifty percent (50%) of the TCAP Loan
       (less the amount of the TCAP Loan the Department previously funded to the
       Development Owner);

              (iii) seventy-five percent (75%) of the TCAP loan amount must be expended
       on Eligible Costs and the Development Owner must submit a Requisition of seventy-five



                                             - 14 -         TCAP Written Agreement No. [_________________]
       percent (75%) of the TCAP Loan (less the amount of the TCAP Loan the Department
       previously funded to the Development Owner) prior to January 14, 2011; and

              (iv)    one hundred percent (100%) of the TCAP loan amount must be expended
       on Eligible Costs by the Construction Completion Date and the Development Owner
       must submit a Requisition of one hundred percent (100%) of the TCAP Loan (less the
       amount of the TCAP Loan the Department previously funded to the Development
       Owner) by the earlier of the first Business Day following thirty (30) calendar days after
       the Construction Completion Date, except where construction completion has already
       occurred as of the date of execution of this Agreement, or November 30, 2011.

       C.      The Development Owner may not submit a Requisition of TCAP Funds to the
Department until such funds are needed to pay Eligible Costs of the Development. Accordingly,
the amount of each Requisition must be limited to the amount of money needed to pay Eligible
Costs actually incurred by the Development Owner at the time of the Requisition and may not
include amounts for prospective or future needs. TCAP Funds may not be placed into escrow
accounts or advanced in lump sums to the Development Owner.

       Section 4.3       Change Orders

       A.    The Development Owner shall obtain the prior written consent of the Department
for any Material Change Order, regardless of whether any proposed disbursement of TCAP
Funds would be affected by such Material Change Order.

        B.     As a pre-condition to the Department’s consent to any Material Change Order, the
Development Owner shall submit to the Department a description of the curative actions to be
taken by the Developer and the contractor to accelerate construction progress and/or align the
sources and uses of funds for the Development notwithstanding such Material Change Order (the
“Action Plan”). The Action Plan shall be in form and substance reasonably satisfactory to the
Department and must, at a minimum, demonstrate that TCAP Funds will be expended on
Eligible Costs at a rate that complies with the prescribed expenditure deadlines set forth in
Section 4.1B above. The Action Plan shall be signed by the Developer and the Development
Owner as evidence of their intent to implement or cause to be implemented the Action Plan as
described. Failure of the Development Owner to submit and/or cause implementation of an
Action Plan reasonably acceptable to the Department shall entitle the Department to suspend
making disbursements of TCAP Funds under this Agreement until such time as an acceptable
Action Plan has been received and implementation thereof has commenced.

       C.      The Department will not approve any Material Change Order which would, in the
reasonable determination of the Department,

              (i)    cause the Development to fail to meet the Required In-Service Date, or

               (ii)   prevent the TCAP Loan from being fully disbursed to the Development
       Owner in accordance with the requirements and procedures set forth herein and within
       the prescribed expenditure deadlines.




                                             - 15 -         TCAP Written Agreement No. [_________________]
       Section 4.4        Disbursements

       A.      The Department shall use the TCAP Funds it receives from HUD with respect to
the Development to reimburse the Development Owner for Eligible Costs incurred in connection
with the construction of the Development to the extent such costs are properly submitted to the
Department in accordance with the procedures set forth in this Article IV and all other terms and
conditions of this Agreement.

       B.       The Department shall submit a request for TCAP Funds to HUD in an amount
equal to the approved amount of the current Requisition (not to exceed, in the aggregate, the
amount of the TCAP Loan). The Development Owner shall cooperate with the Department in
obtaining and providing any additional documentation that may be required by HUD to approve
the request for TCAP Funds.

        C.     The Department may request the Development Owner to make modifications to
the Requisition and is authorized to modify the disbursement procedures set forth herein and to
establish such additional requirements for payment of TCAP Funds to the Development Owner
as may be necessary or advisable for compliance with all Program Requirements.

        D.      The Department will not disburse any TCAP Funds to the Development Owner
for costs that:

              (i)    are not Eligible Costs or are otherwise prohibited under Program
       Requirements;

              (ii)    are not in accordance with the terms of the TCAP Loan Documents;

              (iii) were requested during the occurrence and continuation of an uncured
       Event of Default; or

              (iv)    were incurred after or not requested by November 30, 2011.

        E.     The Department may withhold any draw Requisition pending completion of a site
inspection as deemed necessary by the Asset Manager or the Department to ensure that
construction progress is being made in accordance with the Construction Documents.

        F.     In the event that the Department makes a determination that the Development
Owner has failed to expend (or is unlikely to expend) sufficient TCAP Loan proceeds on Eligible
Costs within the expenditure deadlines set forth above, the Department shall have no obligation
to disburse any funds to the Development Owner under this Agreement and may, at the election
of the Department, recover, recapture or offset any TCAP Funds previously paid to the
Development Owner. In the event that the Development Owner demonstrates to the reasonable
satisfaction of the Department that, notwithstanding its non-compliance with the expenditure
deadlines set forth above, it will nonetheless continue to satisfy the expenditure deadlines
required by the Recovery Act under the Program Requirements (and allow the Department to
satisfy all such expenditure deadlines), the Department may, by approval of the Executive
Director, continue to make disbursements of TCAP Funds to the Development Owner pursuant
to this Agreement.


                                             - 16 -          TCAP Written Agreement No. [_________________]
        G.    The Department will not disburse any TCAP Funds to the Development Owner
unless the Development Owner is current on submission of each and every Required Report
(including any required reporting under the Recovery Act) as described in Section 9.4 of this
Agreement.

       Section 4.5       Construction Meetings; Monitoring

      The Department shall have the right to participate in construction progress meetings and
monitor the Development’s construction until the Construction Completion Date.

                                   ARTICLE V
                           COVENANTS AND RESTRICTIONS

       Section 5.1       TCAP LURA

        The Development Owner and the Department shall execute and deliver the TCAP LURA
prior to and as a condition of Closing. The TCAP LURA shall be filed and recorded at Closing,
and shall remain in full force and effect through the Extended Affordability Period. Upon
execution and filing of the TCAP LURA, its terms and conditions shall be incorporated herein by
reference.

       Section 5.2       Compliance with Program Requirements

       A.       The Development Owner will comply with all of the Program Requirements
applicable to the Development throughout the Compliance Period (without limitation as to any of
said Program Requirements that may or may not be specifically identified in this Agreement).

        B.      The Development Owner will comply with all of the requirements of Section 42
of the Code to the extent necessary to receive and maintain a TCAP Award, including, without
limitation, the requirement that the Development will become a “qualified low-income housing
development” (as defined in Section 42(g)(1) of the Code) by the end of the year following the
year in which the first building in the Development, which is required to contain Low-Income
Units, is placed in service in accordance with the terms of the Tax Credit AllocationTax Credit
Award.

        C.     The Development Owner will comply with the income and rent restrictions set
forth in the LURA throughout the term of the TCAP LURA.

     D.     The Development Owner will maintain the “applicable fraction” set forth in the
LURA throughout the term of the TCAP LURA.

       E.       The Development Owner shall comply with the Applicable Legal Requirements
and shall take the following actions with respect thereto:

             (i)    Prior to or contemporaneous with execution and delivery of this
       Agreement, the Development Owner shall adopt and submit for approval to the
       Department an “Affirmative Fair Housing Marketing Plan” in the form promulgated by
       HUD. The Development Owner shall use affirmative fair housing marketing practices in


                                            - 17 -         TCAP Written Agreement No. [_________________]
       determining tenant eligibility and concluding all transactions with respect to the
       Development in accordance with 24 CFR Section 92.350 and Section 570.904(c).

               (ii)   The Development Owner shall ensure that the Development meets the
       lead-based paint requirements set forth in 24 CFR Part 35 Subparts A, B, J, K, M, and R,
       as applicable.

              (iii) The Development Owner shall ensure that the Development meets the
       accessibility requirements applicable to the Development set forth in 24 CFR Part 8,
       which implements Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Section 794),
       and the design and construction requirements set forth in 24 CFR Section 100.205, which
       implements the Fair Housing Act (42 U.S.C. Sections 3601-3619).

               (iv)   The Development Owner shall comply with Davis-Bacon prevailing wage
       rates in accordance with HUD requirements. The applicable Davis-Bacon wage decision
       and the HUD 4010, Federal Labor Standards Provisions, must be inserted into any
       construction contract that is subject to Davis-Bacon requirements.

              (v)    The Development Owner shall comply with the non-procurement
       debarment and suspension standards set forth in 2 CFR Part 180, Subpart C, as required
       by 2 CFR Part 2424.

               (vi)    The Development Owner shall comply with the Federal Drug Free
       Workplace Act of 1988 and the regulations promulgated thereunder including, without
       limitation, 54 CFR Part 4956.

              (vii) The Development Owner shall post signage concerning the Development
       in a manner consistent with the criteria established in the QAP and, to the extent
       applicable, by HUD.

       Section 5.3        Covenants Regarding Sale or Assignment of Development,
                          Contracts or Interests

       The Development Owner shall not sell, lease (other than by residential leases or
commercial leases in the ordinary course of business), transfer, encumber or otherwise dispose of
any material portion of the Development, unless replaced with similar items due to normal wear
and tear, without the prior written consent of the Department. Any such transfer shall be subject
to the same requirements set forth in the QAP and the Department’s rules. TDHCA hereby
approves the Mortgage Loans on the Development in favor of the Lenders of such Mortgage
Loans as listed in Exhibit F. Said Mortgage Loans may be assigned or transferred without
Department’s written consent unless such assignment or transfer encumbers the Development
with additional debt.




                                             - 18 -          TCAP Written Agreement No. [_________________]
                                        ARTICLE VI
                                        RECAPTURE

       Section 6.1       Recapture Event

       A.     A “Recapture Event” shall be deemed to occur if, at any time during the
Compliance Period, any one or more of the following events shall occur and remain uncured
under Section 6.4 below:

              (i)     there is an uncured Event of Default;

              (ii)    the Tax Credit AllocationTax Credit Award is terminated or cancelled;

              (iii)   the Development is not completed by the Required In-Service Date;

               (iv)   the Development does not become a “qualified low-income housing
       development” (as defined in Section 42(g)(1) of the Code) by the end of the year
       following the year in which the first building in the Development, which is required to
       contain Low-Income Units, is placed in service; or the Development otherwise fails to
       qualify for Tax Credits;

              (v)   the Development ceases to be a “qualified low-income housing
       development” (as defined in Section 42(g)(1) of the Code);

             (vi)   no Tax Credit Investor makes an equity investment in the Development
       Owner in exchange for Tax Credits; or

             (vii) TCAP Funds have been determined by the Department or HUD to have
       been expended for costs other than Eligible Costs and have not been repaid to the
       Department within the timeframe specified in Section 2.1C.

        B.      If a Recapture Event occurs (other than a Recapture Event under Section
6.1A(vii)), the TCAP Funds shall be subject to “recapture” in an amount equal to the amount of
TCAP Funds actually disbursed to the Development Owner under the terms of this Agreement
plus (i) all accrued but unpaid interest under the TCAP Note, (ii) any penalties that may accrue
under the Program Requirements, and (iii) all out-of-pocket costs and/or fees incurred by the
Department in connection with the Recapture Event. If the Recapture Event arises under Section
6.1A(vii) above, the amount of TCAP Funds subject to “recapture” shall be the amount of TCAP
Funds expended on costs other than Eligible Costs. The total amount payable upon a Recapture
Event pursuant to this Section 6.1B is referred to herein as the “Recapture Amount”.

       Section 6.2       Enforcement

        A.     If a Recapture Event is not cured as permitted in Section 6.4 and Section 11.3
hereof, the Recapture Amount shall be due and payable to the Department by the first Business
Day following thirty (30) calendar days from the Department’s delivery of notice to the
Development Owner of such failure to cure and subsequent recapture. The obligation to repay


                                             - 19 -           TCAP Written Agreement No. [_________________]
the Recapture Amount shall be secured and enforceable by the lien of the TCAP Mortgage
against the Development in favor of the Department or any other security instrumentSecurity
Instrument securing the TCAP Loan.

        B.     The lien imposed hereunder shall be filed and recorded in an office within the
State, county or other governmental subdivision in which the Property is situated, as designated
by State laws.

       C.      Unless another date is specifically fixed by law, the lien of the TCAP Mortgage
extends to the Recapture Amount and is due and shall continue until liability for the Recapture
Amount is satisfied in full.

      D.      The priority of the lien imposed hereunder shall be determined by the Department
and described in the Summary, and such priority shall be reflected in the a subordination
agreement in form and substance acceptable to the Department and Lender.

       Section 6.3        Notice

        A.     The Department shall provide the Development Owner with written notice in
accordance with Section 12.1 of any Recapture Event or of any circumstances which, with the
passage of time, would give rise to a Recapture Event, of which, in either event, it shall become
aware. The Department shall also provide copies of any such notice(s) to the Lender and the Tax
Credit Investor.

        B.     The failure of the Department or the Asset Manager, as applicable, to provide
notice as herein required shall not relieve the Development Owner of any obligation hereunder or
prevent the declaration or occurrence of a Recapture Event, nor shall it serve to relieve the
Development Owner of any of the consequences thereof.

       Section 6.4        Right to Cure

        A.      Notwithstanding anything to the contrary set forth in this Agreement and/or any
of the other TCAP Loan Documents, the Development Owner shall have the right to cure a
Recapture Event within a reasonable period of time after the Development Owner has received
notice of the circumstances giving rise to such Recapture Event or after the Development Owner
would have become aware of the circumstances giving rise to such Recapture Event had the
Development Owner exercised reasonable diligence with respect thereto. The Department, acting
in good faith and with reasonable judgment, shall have the right to determine what constitutes “a
reasonable period of time” and whether a cure has been properly and timely effected for
purposes of this Section 6.4, except to the extent that such determinations are governed by or
otherwise prescribed or delimited by Program Requirements.

      B.     Any cure made or tendered by any Lender or any Tax Credit Investor or the
Developer shall be accepted or rejected on the same basis as a cure made directly by the
Development Owner, to the extent not inconsistent with Program Requirements.




                                             - 20 -          TCAP Written Agreement No. [_________________]
       Section 6.5        Preservation of Rights and Remedies

       Any action under this Article VI will not limit or deprive the Department from exercising
any other rights and remedies that it has under law or equity, or any rights and remedies provided
herein with respect to Events of Default.

                                  ARTICLE VII
                        REPRESENTATIONS AND WARRANTIES

       Section 7.1        Representations, Warranties and Covenants of the Development
                          Owner

       The Development Owner hereby represents and warrants to and covenants with the
Department that the following either is or will be true as of Closing and on the due date of each
disbursement of TCAP Funds, and as applicable, throughout the Compliance Period:

         A.    The Development Owner is a duly organized limited partnership or limited
liability company validly existing under the laws of the state of its organization and has full
power and authority to perform its obligations under this Agreement and to do business in the
State.

        B.     No litigation, demand, investigation, claim or proceeding against the
Development Owner or any other litigation or proceeding directly affecting the Development is
pending or, to the best knowledge of the Development Owner, threatened, before any court,
administrative agency or other Governmental Authority that would, if adversely determined,
have a material adverse effect on the Development Owner or the construction, use and operation
of the Development.

       C.     No Default by the Development Owner or any Affiliate thereof under any
contractual agreement with the Department related to the Development, or under any other
Department-funded activity related to the Development, has occurred or is continuing.

        D.     All building, zoning, health, safety, business and other applicable certificates,
permits and licenses necessary to permit the construction, use, occupancy and operation of the
Development have been or will be, at the time required, obtained and maintained (other than,
prior to completion of construction of the Development or a specified portion thereof, such as are
issuable only upon completion of construction or such specified portion thereof); and the
Development Owner has not received any notice or has not obtained any knowledge of any
violation with respect to the Development of any law, rule, regulation, order or decree of any
Governmental Authority having jurisdiction which would have a material adverse effect on the
Development or the construction, use or occupancy thereof, except for violations which have
been cured or can be cured within any applicable cure period, and are in the process of being
cured, and notices or citations which have been withdrawn or set aside by the issuing agency or
by an order of a court of competent jurisdiction.

       E.      The Development Owner has a fee interest in the Development or at least a fifty
(50)-year leasehold interest on the Development Site, in form and substance reasonably
acceptable to the Department and meeting all Program Requirements, and a fee interest in all


                                              - 21 -         TCAP Written Agreement No. [_________________]
other aspects of the Development and has good and indefeasible title thereto, free and clear of
any liens, charges or encumbrances other than the Mortgages, encumbrances the Development
Owner is permitted to create under the terms of this Agreement, encumbrances set forth in the
Title Policy for the Development, mechanics’ or other liens that have been bonded against (or as
to which other cash equivalent security has been provided) in such a manner as to preclude the
holder of such lien from having any recourse to the Development or the Development Owner for
payment of any debt secured thereby, inchoate liens for ad valorem taxes, and the permitted
encumbrances (Schedule B of the Title Policy for the Development).

       F.      No Event of Default has occurred and is continuing.

      G.       No Event of Bankruptcy has occurred as to the Development Owner or the
Developer.

       H.       All reserves and accounts required to be maintained by the Development Owner,
under the terms of this Agreement, or by any other Lender are currently funded (or will be
funded at the time(s) required) up to the specified levels.

       I.    The Development Owner will construct or acquire and substantially rehabilitate
the Development as described in the Summary.

       J.        If the Development Site is comprised of multiple parcels, either (a) all such
parcels are contiguous, that is their boundaries meet at one or more points, except for the
interposition of a road, street, stream or similar property, or (b) 100% of the units will be Low-
Income Units.

       K.     All utilities are, or will be, available to the Development, including sanitary and
storm sewers, water, gas (if applicable) and electricity.

       L.     The sources of funds available to the Development Owner are sufficient to enable
the Development Owner to complete construction of the Development in accordance with the
Plans and Specifications and the Draw Schedule.

       M.    The Development will continue to be owned and operated by the Development
Owner through the Compliance Period or, if later, the date (if any) through which the
Development Owner is required to own and operate the Development pursuant to any of the
documents governing the use and operation of the Development; provided, however, that if the
Development Site is subject to a ground lease, the Development Owner will continue to be in full
compliance with the terms thereof.

        N.     The Development will be operated so that it will meet (and an appropriate
election has been or will be made with respect to) the Minimum Set-Aside Test as of the dates
established by Section 42(g)(3) of the Code and at all times thereafter through the end of the
Compliance Period.

        O.     At all times throughout the Compliance Period, a percentage of the units in the
Development, as specified in the Summary, will be available to be leased to and occupied by
tenants with the income limits set forth in the LURA.


                                              - 22 -         TCAP Written Agreement No. [_________________]
       P.      The Development Owner will have the right to receive annual reports from
tenants of Low-Income Units of the Development concerning their incomes and family sizes.
Except to the extent permitted by Section 42(g)(2)(E) of the Code, the gross rents (as adjusted in
accordance with Section 42(g)(2)(B) of the Code) charged for each of the Low-Income Units
will not, at any time during the Compliance Period, exceed 30% of the income limitation
applicable to the tenant(s) of each such unit for purposes of the Minimum Set-Aside Test and
Section 7.1N above.

        Q.     The Development will be operated so that the number of units in the Property
specified in the Summary will qualify as Low-Income Units at all times during the Compliance
Period, which is the “applicable fraction” required for purposes of the LURA.

       R.      None of the Low-Income Units will be occupied entirely by “students” (as
defined in the Code).

       S.      All services provided to tenants will be optional to the applicable tenant (i.e.,
payment for the service will not be required as a condition of occupancy) and no services that are
not optional (i.e., mandatory services) will be provided, or if so provided, the charges for any
such services shall be included in determining compliance with the applicable rent restriction for
purposes of Section 7.1N above.

       T.     Tenants for the units will be screened and selected from a pool of eligible tenants
based on an affirmative marketing plan and uniformly applied tenant selection criteria that are
commonly employed by other property owners in determining tenant eligibility in similar
developments to the Development, and:

               (i)    no preferences or discrimination will be employed in selecting tenants that
       violates or is inconsistent with federal housing policy governing nondiscrimination as
       determined under HUD rules and regulations;

               (ii)  units in the Development will be available for use by the general public
       within the meaning of Section 1.42-9 of the Treasury Regulations and Section 42(g)(9) of
       the Code;

               (iii)   the units will be rented on a non-transient basis in accordance with the
       Code.

       U.       The tenant facilities of the Development included in eligible basis will be
available to all tenants on a comparable basis without separate fees.

       V.    At least one unit in each building in the Development will be ready and available
for occupancy in accordance with State and local laws on or before the Required In-Service
Date.

        W.     Each of the representations and disclosures made by the Development Owner to
the Department in any Tax Credit Application and/or application for TCAP Funds is true and
correct as of the date hereof or, in the case of changed circumstances, such change has been
presented to and approved by the Department in writing. Each of the covenants, agreements and


                                              - 23 -         TCAP Written Agreement No. [_________________]
conditions contained in such Applications have been duly performed or satisfied by the
Development Owner to the extent that performance or satisfaction is required on or prior to the
date of Closing, and the Development Owner has no reason to believe that the covenants,
agreements, and conditions required to be performed or satisfied after the date hereof will not be
performed or satisfied in a timely manner.

       X.      The TCAP LURA will be in effect as of the end of each taxable year in which the
buildings in the Development are placed in service.

       Y.     The Development constitutes “residential rental property” within the meaning of
Section 1.103-8(b)(4) of the Treasury Regulations.

       Z.      The Development Owner will develop and operate the Development in
accordance with (i) the applicable provisions of Section 42 of the Code, (ii) the terms of this
Agreement, (iii) the Program Requirements, (iv) all applicable federal, State, and local statutes,
rules and regulations with respect to the Development including, without limitation, the
Applicable Legal Requirements, and (iiiv) all applicable requirements of any Governmental
Authorities having jurisdiction over the Development.

       AA. The Development Owner has complied with and will continue to comply with the
Federal Drug Free Workplace Act of 1988 and the regulations promulgated thereunder, including
without limitation, 54 CFR 4956 (1989), as amended.

        BB. The Development will comply with elevation requirements that meet or exceed
those in the QAP, the National Flood Protection Act, and any local requirements.

        CC. The Development Owner shall not employ, award a contract to, or fund any
Person that has been debarred, suspended, proposed for debarment, or placed on ineligibility
status by HUD or the Department.

        DD. No federal appropriated funds have been paid or will be paid, by or on behalf of
the Development Owner, to any Person for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with the awarding of any federal contract, the
making of any federal grant, the making of any federal loan, the entering into of any cooperative
agreement, and/or the extension, continuation, renewal, amendment or modification of any
federal contract, grant, loan or cooperative agreement.

       EE.     No funds have been paid for influencing or attempting to influence an officer or
employee of a Member of Congress in connection with a federal contract, grant, loan and/or
cooperative agreement benefiting the Development Owner. To the best knowledge of the
Development Owner, the Development Owner has complied with all restrictions, certifications
and disclosure requirements contained in the Byrd amendment to the fiscal 1990 appropriations
measures for the United States Department of the Interior (P.L. 101-121) and with any guidelines
and rules issued by any federal entity in connection therewith, if applicable.

        FF.     Neither the Development Owner nor any of its partners, members, officers,
directors, or employees, nor, to the best knowledge of the Development Owner, any contractor or


                                              - 24 -         TCAP Written Agreement No. [_________________]
agent of the Development Owner nor any Affiliate of the Development Owner, nor any Person
who or which directly or indirectly owns or Controls the Development Owner or any of its or
their constituent Entities, nor any Person who or which directly or indirectly owns or Controls
any Affiliate of the Development Owner or any of its constituent Entities, nor any Person who or
which directly or indirectly holds a substantial (i.e., ten percent (10%) or more) equity interest in
the Development Owner or in any of its constituent Entities or in any Affiliate of the
Development Owner or any of its or their constituent Entities (collectively, “Development
Owner Parties”), is a Barred Person or has ever been a Barred Person (as hereinafter defined).
The term “Development Owner Parties” does not include any Tax Credit Investor or any of their
officers, directors, and employees, contractors and agents or any Affiliate of the Tax Credit
Investor. “Barred Person” means any Person with whom a U.S. Person is barred from transacting
business under U.S. law, including but not limited to (i) Persons identified as specially
designated terrorists, narcotics traffickers, or blocked Persons by the U.S. Government on the
“Specially Designated Nationals and Blocked Persons List” maintained by the U.S. Treasury
Department; and (ii) Persons that are citizens of or organized or domiciled or resident in
countries subject to U.S. economic embargo restrictions and thereby barred from transactions
with U.S. Persons. “U.S. Person” means a person, that is a citizen of or organized or domiciled
or resident in the United States. “Owned or Controlled” and variations thereof mean a direct or
indirect interest in the Entity in question, including but not limited to voting or non-voting
equity, partnership, joint venture and other arrangements, and specifically including but not
limited to (1) all members of limited liability companies, (2) all shareholders owning ten percent
(10%) or more of the outstanding shares of corporations, measured on an aggregate and/or class-
by-class basis, (3) all general partners of limited partnerships and general partnerships, (4) all
limited partners owning ten percent (10%) or more of the outstanding limited partnership
interests in limited partnerships, (5) all trustees and settlors of trusts, and (6) all beneficiaries
owning ten percent (10%) or more of the beneficial interests in trusts.

       GG. Neither any General Partner nor any other Development Owner Party nor any of
the Development Owner’s property is or has ever been subject to or a party to or bound by any
agreement or other arrangement with any Barred Person.

        HH. The Development Owner and each other Development Owner Party will prevent,
and have instituted or will institute (and will update from time to time to correspond to changes
in circumstances and changes in applicable laws and regulations) policies and procedures to
prevent, any circumstance or event described in subclauses FF. and GG. above.

       II.     The Development Owner and all other applicable Development Owner Parties
have not engaged and shall not engage in any act or omission that would violate anti-money-
laundering laws, including but not limited to 18 USC Section 1956; have complied or will
comply with requirements for instituting an anti-money laundering compliance program required
under 31 USC Section 5318(h) and applicable to all “financial institutions” as defined in 31 USC
Section 5312(a)(2); and have instituted or will institute policies and procedures and use
commercially reasonable due diligence to identify and report Suspicious Transactions to relevant
U.S. Government officials. “Suspicious Transactions” that may require reporting include, but are
not limited to, (i) individual or related transactions in which a third-party provides payment in
U.S. or foreign currency in excess of $10,000 that may require reporting under 31 USC Section
5331 and 26 USC Section 6050I; (ii) any transaction where the Development Owner or any


                                               - 25 -          TCAP Written Agreement No. [_________________]
Development Owner Party knows, suspects, or has reason to know that the transaction (A) is for
an illegal purpose, including but not limited to money laundering; (B) is otherwise an attempt to
disguise funds derived from illegal activity or evade reporting requirements under U.S. law; or
(C) is suspicious because the transaction appears to serve no business or lawful purpose.

        JJ.    No person, acting individually or collectively with other persons, other than the
manager or general partner, as the case may be, of the Development Owner has the legal right or
ability to remove or replace the such manager or general partner or control the policies and
affairs of the Development Owner without the prior written consent of the Department, which
consent will not be unreasonably witheld.

       KK. The Development Owner shall post any notice of procurement opportunities on
the Department’s website and their Agreement-related job opportunities on the Workintexas.com
website.

       Section 7.2        Covenants of Construction Completion

        A.     The Development Owner unconditionally covenants and warrants that it shall
cause the Construction Completion Date to occur by the first Business Day following 24 months
from the date of Closing, but in no event later than the Required In-Service Date. The
Development Owner shall satisfy, and shall cause the Development to satisfy, all construction-
related requirements of the Mortgage Loans and all TCAP Loans, including any requirement
related to completion of the Development. The Development Owner shall pay all costs to
complete construction of the Development in accordance with the Plans and Specifications when
and as incurred, regardless of whether such costs exceed the amounts anticipated for such items
in the Budget or the sources otherwise available to pay such costs (in either such event, said costs
being referred to as “Excess Development Costs”). The Development Owner shall pay (or bond
around) any Excess Development Costs by the earliest of

               (i)  the date required to avoid a Default or penalties under the Mortgage Loans
       and all TCAP Loans,

              (ii)     the date required to keep all sources of funding for the Development “in
       balance,”

               (iii) the date required to keep all expenses without a specific maturity date paid
       on a sixty (60)-day current basis, or

               (iv)    such earlier date as may be set forth in this Agreement.

        B.      The Development Owner further unconditionally covenants and warrants that it
shall cause the Development to become a “qualified low-income housing development” (as
defined in Section 42(g)(1) of the Code) by the end of the year following the year in which the
first building in the Development which is required to contain Low-Income Units is placed in
service in accordance with the terms of the Tax Credit AllocationTax Credit Award.




                                               - 26 -         TCAP Written Agreement No. [_________________]
       Section 7.3       Cost Certification

        The Development Owner shall provide a full accounting of funds expended under the
terms of this Agreement as part of Cost Certification on the earlier of January 13, 2012 or the
required deadline under the 2009 QAP (10 TAC Section 49.15(b)(2)). In addition to the remedies
available to the Department under Section 11.2 of this Agreement with respect to an Event of
Default, failure of the Development Owner to provide a full accounting in accordance with the
QAP and the Department’s Cost Certification Procedures Manual shall be sufficient reason for
the Department to make the Development Owner or its Affiliates ineligible to apply for
assistance under TDHCA programs or subject to penalty in accordance with TDHCA rules. The
Development Owner, in providing such accounting, represents and warrants to and covenants
with the Department that the entirety of TCAP Funds disbursed hereunder have been for items
that are Eligible Costs and that if any TCAP Funds were disbursed for items other than Eligible
Costs, they will be returned in accordance with this Agreement.

                                      ARTICLE VIII
                                   RESERVE ACCOUNTS

       Section 8.1       Replacement Reserve

      A.    The Development Owner shall establish and maintain reserves that comply with
the TCAP LURA and the requirements of any Lenders or Tax Credit Investor.

              (i)    If the Department is the first lien lender and the Development consists of
       25 or more multifamily rental units, the Development Owner shall create a reserve for
       any necessary repairs for the Development by depositing the greater of such amount as
       required by the Tax Credit Investor, or (1) not less than $150.00 per unit per year for
       newly constructed units the first five years of the TCAP LURA period after Construction
       Completion and not less than $200.00 per unit per year for newly constructed units the
       remaining TCAP LURA period after Construction Completion, or (2) not less than
       $300.00 per unit for rehabilitated units, beginning on the date that occupancy of the
       Development stabilizes or the date that permanent financing for the Development is
       completely in place, whichever occurs later, in an account in a federally insured bank or
       savings and shall continue making deposits until the end of the affordability period of the
       TCAP LURA or the Development ceases to be used as multifamily rental property.

               (ii)   If the Department is the subordinate lender and said replacement reserve
       account is not required by the first lien Lender, the Development Owner shall set aside
       the replacement reserve amount as a reserve for capital improvements for each unit in the
       Development.

        B.      This requirement and condition to create a reserve account for repairs is
statutorily required and cannot be waived unless the Development Owner is required to maintain
a reserve account under any other provisions of federal or State law.

       Section 8.2       Funding of Reserve Accounts

       The reserve accounts required hereunder shall not be funded with TCAP Funds.


                                              - 27 -         TCAP Written Agreement No. [_________________]
                                    ARTICLE IX
                                BOOKS AND REPORTING

       Section 9.1       Maintenance, Retention and Accessibility of Books; Reporting
                         Generally

        A.      The Development Owner shall maintain or cause to be maintained for the term of
this Agreement a complete and accurate set of books and supporting documentation of
transactions in connection with the TCAP Funds.

        B.      The Development Owner shall submit to the Asset Manager any and all financial
and performance reports that the Department deems necessary to comply with the Program
Requirements, as the same may be amended from time to time. The Development Owner
acknowledges that HUD may impose additional reporting requirements upon the Department
and/or upon recipients of TCAP Funds, and agrees to comply with all such requirements on a
timely and complete basis. Unless otherwise provided herein, the Development Owner shall be
obligated to pay to the Department an amount equal to $100 per day for each day after the due
date that any Required Report is submitted. For purposes hereof, a “Required Report” is any
report specifically required by this Agreement and any other report of which the Department or
the Asset Manager has given the Development Owner reasonable notice that such report is
required in light of the nature of the information required to be reported.

        C.     The Development Owner shall give HUD, the Comptroller General of the United
States of America, the Department, and any of their duly authorized representatives (including
the Asset Manager) access to all books of the Development Owner and all other records,
accounts, reports, files and other information belonging to or in use by the Development Owner
concerning the operation of the Development as may be requested from time to time (with or
without prior notice). The above-named Persons shall have the right to examine all such books
and records as and when access is requested from time to time, provided that such examination
does not unreasonably disrupt or interfere with the Development Owner’s business or operations.
The Development Owner agrees to maintain such books and records in a location accessible to
the above-named Persons. Such rights and obligations shall continue throughout the term of the
LURA or thirty (30) years or as required by law, whichever is greater.

       Section 9.2       Compliance Monitoring Reports

        A.     Until such time as one hundred percent (100%) of the Low-Income Units in the
Development have been leased and occupied by Qualified Tenants, the Development Owner
shall supply the Asset Manager with the following items:

             (i)     monthly leasing reports, showing the number of applications taken away
       by prospective tenants, the number submitted, the number being evaluated and the
       number accepted since the date of the last report;

              (ii)   a monthly Section 42 Compliance Form;

                (iii) as soon as they become available, Tenant Income Certification files for the
       initial tenants in the first five (5) Low-Income Units in the Development; and


                                             - 28 -         TCAP Written Agreement No. [_________________]
             (iv)    Tenant Income Certification files for all initial tenants in all the Low-
       Income Units in the Development.

       Thereafter, the Development Owner shall supply the Asset Manager, within ten (10)
Business Days after the end of each Fiscal Quarter, with a Section 42 Compliance Form.

        B.      The Development Owner shall submit to the Asset Manager any other compliance
reports that the Department deems necessary to comply with Program Requirements, as the same
may be amended from time to time.

        C.     The Department reserves the right to carry out regular and periodic field
inspections to ensure compliance with the TCAP Loan Documents and the TCAP LURA.

       Section 9.3       Financial and Performance Audit

       A.      Unless otherwise directed by the Department, the Development Owner shall
arrange for the performance of an annual financial and compliance audit of funds received and
performance rendered under this Agreement subject to the following conditions and limitations:

               (i)     The Development Owner shall have an audit made by a Third Party
       certified public accountant in accordance with generally accepted accounting principles
       auditing standards for each Fiscal Year during the term of this Agreement.

               (ii)   Unless otherwise specifically authorized by the Department in writing, the
       Development Owner shall submit the complete and final audit report to the Department
       by the first Business Day following thirty (30) calendar days from the completion of the
       audit but in no event later than the first Business Day following 150 calendar days from
       the end of each applicable Fiscal Year.

               (iii) The Development Owner may utilize funds budgeted under this
       Agreement to pay for that portion of the cost of such audited services properly allocable
       to the activities funded by the Department under this Agreement, provided, however, that
       the Department shall not make payment for the costs of such audit services until the
       Department has received the complete and final audit report from the Development
       Owner.

              (iv)    Audits performed under this Section 9.3A are subject to review and
       acceptance by the Department or its designee. All audit reports shall be made available
       for public inspection by the first Business Day following thirty (30) calendar days from
       Department approval of the audit.

       B.       Notwithstanding Section 9.3A above, the Department reserves the right to audit
funds received and performance rendered under this Agreement. The Development Owner agrees
to permit the Department, its designee, the State Auditor’s Office, or HUD’s Office of the
Inspector General to audit the Development Owner’s records and to obtain any documents,
materials, or information necessary to facilitate such audit.




                                             - 29 -         TCAP Written Agreement No. [_________________]
       C.    The Development Owner shall be liable to the Department for any costs paid with
TCAP Funds other than Eligible Costs or otherwise disallowed pursuant to financial and
compliance audit(s) of funds received by the Development Owner under this Agreement, and the
Development Owner shall reimburse the Department for any such disallowed costs.

       Section 9.4          Development Performance Reports

        No later than five (5) calendar days following the end of each calendar quarter,
commencing after the date hereof, the Development Owner shall deliver Recovery Act required
reporting to the Department. Development Owner and all subcontractors shall track all funds
under this Agreement and their projected statuses separately from all other funds, and shall assist
the Department in preparing and filing the Department’s recipient reports required by Section
1512(c) of the Recovery Act. Development Owner shall provide to the Department, not later than
five (5) calendar days after the end of each calendar quarter, the following information:

       A.    An estimate of the number of jobs created and the number of jobs retained by the
development or activity for both the Development Owner and subcontractors;

        B.      The names and total compensation of the five most highly compensated officers
of the Entity if:

               (i)    the recipient in its preceding fiscal year received:

                      (a)      80 percent or more of its annual gross revenues in Federal awards;
                      and

                      (b)    $25,000,000 or more in annual gross revenues from Federal
                      awards; and

               (ii)    the public does not have access to information about the compensation of
       the senior executives of the entity through periodic reports filed under section 13(a) or
       15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104
       of the Internal Revenue Code of 1986 [26 USC Section 6104];

     C.    Vendor information including description of product or service, name, zip code,
DUNS number, payment amount; and

       D.      Any other information requested by the Department related to the this Agreement.

       Section 9.5          Additional Reports

        Unless otherwise determined by the Department, the reports required under this Article
IX are in addition to any reports which may be required to be delivered to the Department by
virtue of the Security Instruments. The Department shall notify the Development Owner of any
such determination under this Section 9.5.




                                              - 30 -           TCAP Written Agreement No. [_________________]
                                      ARTICLE X
                                  ASSET MANAGEMENT

       Section 10.1      Appointment of Asset Manager

       The Department shall be or designate the Asset Manager. The Department shall provide
the Development Owner with written notice of any such designation.

       Section 10.2      Asset Management Duties

       The Asset Manager will perform asset management functions that are necessary or
consistent with the Department’s obligation to ensure compliance with Section 42 of the Code
and the long-term viability of the Development.

       Section 10.3      Asset Management Fee

       A.     In consideration of the services and obligations of the Asset Manager hereunder,
the Development Owner hereby agrees to pay to the Department an annual fee (the “Asset
Management Fee”) in an amount not to exceed the amount set forth in the Summary, as
reasonably adjusted from time to time by the Department.

              (i)   The Asset Management Fee shall be an operating expense of the
       Development Owner and must be included in the annual pro forma operating budgets for
       the Development.

             (ii)     The Asset Management Fee may be changed once a year by the
       Department.

        B.       The Asset Management Fee shall be payable commencing January 1st following
the year in which Closing occurs, or such other date as may be specified by the Department,
through the term of the TCAP LURA. Upon receipt of an invoice from the Department for the
amount of Asset Management Fee that has accrued for services rendered during the period of
time described therein (which may be quarterly or annually). The Development Owner shall have
until the first Business Day following thirty (30) calendar days from receipt of an invoice from
the Department to remit payment to the Department.

     C.     In no event may TCAP Funds be used to pay any portion of the Asset
Management Fee.

                                     ARTICLE XI
                                DEFAULT; TERMINATION

       Section 11.1      Events of Default

      A.      Any of the following events shall constitute an “Event of Default” under this
Agreement:



                                             - 31 -         TCAP Written Agreement No. [_________________]
        (i)    a breach by the Development Owner of any of its representations,
warranties or covenants contained in this Agreement or in the performance of any of its
obligations under this Agreement, in either event that (a) has or might reasonably be
expected to have a material adverse impact on the operation of the Development, and (b)
is not cured by the first Business Day following thirty (30) calendar days (in the case of a
monetary default) or by the first Business Day following sixty (60) calendar days (in the
case of a non-monetary default) from notice of such breach or default from the Asset
Manager or the Department to the Development Owner, provided, however, that if a non-
monetary default cannot reasonably be cured by the first Business Day following sixty
(60) calendar days and the Development Owner commences a cure within ten (10)
Business Days and proceeds in good faith to effect such cure thereafter, the cure period
with respect to such breach or default may be extended by the Department to a date no
later than the latest permissible date for correction of the applicable breach under the
Program Requirements without causing a Recapture Event;

       (ii)   the commencement of non-judicial foreclosure proceedings with respect to
any Mortgage, which have not been withdrawn or dismissed by the first Business Day
following thirty (30) calendar days from the date of such commencement or the
commencement of any judicial foreclosure proceedings;

       (iii) a violation of any law, regulation or order applicable to the Development
Owner or the Development that has or might reasonably be expected to have a material
adverse impact on the operation of the Development and is not cured within the
applicable cure period, if any, provided in such law, regulation, or order;

       (iv)    a Default has occurred under the TCAP LURA, which is not cured within
the time period for cure as provided therein;

       (v)     gross negligence, fraud, willful misconduct, misappropriation of funds, or
felonious activity by the Development Owner or any Affiliate of the Development Owner
providing services to or in connection with the Development;

        (vi)   the Department has advised the Development Owner that it does not
believe that the Development can be completed within the timeframes set forth in the
Program Requirements and the Development Owner has failed to provide the Department
with reasonable assurances, acceptable to the Department in its sole reasonable judgment,
that the Development will be completed within the time frames set forth under the
Program Requirements;

       (vii) the construction completion benchmarks do not occur within the time
periods required by this Agreement or such later time as may be approved by the
Department;

      (viii) Cost Certification does not occur in accordance with Section 7.3 of this
Agreement;

        (ix)   the Development Owner is debarred, suspended, proposed for debarment,
or placed on ineligibility status by HUD;

                                       - 32 -          TCAP Written Agreement No. [_________________]
              (x)     repeated or prolonged failure to provide any Required Report;

              (xi)   a Recapture Event shall occur and the Recapture Amount due in
      connection therewith shall remain unpaid for a period of ten (10) Business Days after
      notice thereof from the Department or HUD, unless a later date is specified in such
      notice;

              (xii)   the Development Owner violates the covenants contained in Section 5.3
      hereof; or

             (xiii) Default shall occur under any of the Mortgage Loans and any TCAP
      Loans and it is not cured within any applicable notice, grace and/or cure period.

      Section 11.2       Remedies Upon an Event of Default

       A.     The Department shall have the right to exercise any of the following remedies
upon an Event of Default which remains uncured:

            (i)    temporarily suspend making payments of TCAP Funds under this
      Agreement pending correction of the deficiency or Event of Default by the Development
      Owner;

              (ii)    cease making any further payments under this Agreement;

              (iii)   terminate this Agreement;

              (iv)   require that the Developer, the property manager, the contractor or any
      other Person providing services to the Development Owner be replaced with another
      contractor chosen by the Developer (or by the Development Owner if the Developer is
      the party being replaced) and acceptable to the Department;

              (v)   require the removal or withdrawal of the General Partner or Managing
      Member, as applicable and however designated, of the Development Owner and provide
      for the Department, by virtue of the General Partner Assignment, Pledge and Security
      Agreement, as applicable, or its designee or assignee, to act in its stead, pending
      appointment of a replacement under the organizational or constitutive documents of the
      Development Owner, with consultation with Lenders;

             (vi)   deny the Development Owner and its Affiliates the right to participate in
      programs of the Department or impose penalties in accordance with TDHCA’s rules;

             (vii) draw upon and apply any escrows and/or reserve accounts in accordance
      with their terms;

             (viii) exercise any rights it may have under the Security Instruments, including
      foreclosure of the liens thereunder, if applicable, or assignment of ownership interest in
      Development Owner, if applicable; and



                                             - 33 -         TCAP Written Agreement No. [_________________]
               (ix)   exercise any other rights and remedies that may be available under law or
       in equity.

      B.      In addition to the remedies described in Section 11.2A above, the Development
Owner shall, upon demand by the Department following an Event of Default, repay any amount
of TCAP Funds previously disbursed to the Development Owner under the terms of this
Agreement.

        C.     The Department may, in its sole discretion and within the limits of federal and
State law, waive any one or more rights, remedies or requirements under this Agreement if it
finds that waiver is appropriate to fulfill the purposes and policies of Chapter 2306 of the Texas
Government Code, or for good cause as determined by the Department.

       D.     Each right and remedy provided in this Agreement is distinct from all other rights
or remedies under this Agreement, the Security Instruments, or the TCAP LURA, or otherwise
afforded by applicable law, and each shall be cumulative and may be exercised concurrently,
independently, or successively, in any order.

       Section 11.3       Third-Party Rights to Notice and Cure

       A.     The Department shall provide the Lender and the Tax Credit Investor with a copy
of any written notice of default, Default, Event of Default or Recapture Event provided to the
Development Owner in the manner set forth in Section 12.1 hereof.

       B.     The Department hereby agrees that any cure of any default, Default or Event of
Default made or tendered by any Lender or the Tax Credit Investor shall be deemed to be a cure
by the Development Owner and shall be accepted or rejected on the same basis as if such cure
were made or tendered by the Development Owner.

       Section 11.4       Enforcement; Specific Performance

        The Development Owner acknowledges that the primary purpose for requiring
compliance with the restrictions provided in this Agreement is to ensure compliance by the
Development and the Development Owner with Section 42 of the Code and the Program
Requirements, AND BY REASON THEREOF, THE DEVELOPMENT OWNER IN
CONSIDERATION FOR RECEIVING THE TCAP LOAN FOR THIS DEVELOPMENT
HEREBY AGREES AND CONSENTS THAT THE DEPARTMENT, HUD, AND/OR THE
RESIDENTS OF THE DEVELOPMENT SHALL BE ENTITLED, FOR ANY BREACH
OF THE PROVISIONS HEREOF, AND IN ADDITION TO ALL OTHER REMEDIES
PROVIDED ABOVE OR BY LAW OR IN EQUITY, TO ENFORCE SPECIFIC
PERFORMANCE BY THE DEVELOPMENT OWNER (AND ITS SUCCESSORS AND
ASSIGNS) OF ITS OBLIGATIONS UNDER THIS AGREEMENT IN STATE DISTRICT
COURT IN TRAVIS COUNTY FOR ANY AND ALL BREACHES OF THE
CONDITIONS AND RESTRICTIONS HEREOF. The Development Owner hereby further
specifically acknowledges that the beneficiaries of the Development Owner’s obligations
hereunder cannot be adequately compensated by monetary damages in the event of any Event of
Default hereunder.



                                              - 34 -         TCAP Written Agreement No. [_________________]
                                         ARTICLE XII
                                     GENERAL PROVISIONS

       Section 12.1        Notices

     A.      Except as otherwise specifically provided herein, all notices, demands or other
communications hereunder shall be in writing and shall be deemed to have been given

               (i)     five (5) Business Days after being deposited in the United States mail and
       sent by certified or registered mail, postage prepaid,

              (ii)    one (1) Business Day after being delivered to a nationally recognized
       overnight delivery service,

              (iii) on the day sent by telecopier or other facsimile transmission, answerback
       requested, or

               (iv)    on the day delivered personally.

        B.      In each case, written notices will be delivered to the parties at the addresses set
forth in this Agreement or at such other addresses as such parties may designate by notice to the
Department:

             (i)       To the Department, at the address stated in the first paragraph of this
       Agreement.

               (ii)    To the Development Owner, at the address set forth in the Summary.

               (iii) To the Tax Credit Investor pursuant to Sections 6.3 or 11.3, at the address
       set forth in the Summary.

             (iv)      To the Lenders pursuant to Sections 6.3 or 11.3, at the address set forth in
       Exhibit F.

        Any of the above-listed Persons may, by ten (10) Business Days prior written notice, sent
certified mail, return receipt requested, to all other such Persons and Entities, revise the place to
which notice may be directed. Until the full ten (10) Business Days period has elapsed and the
notice of change has actually been sent and received, the locations set forth in this Agreement or
the most recent in effect locations shall be presumptively correct.

       Section 12.2        Rules of Construction

       Unless the context clearly indicates to the contrary, the following rules apply to the
construction of this Agreement:

              (i)    Words importing the singular number include the plural number and
       words importing the plural number include the singular number;




                                               - 35 -          TCAP Written Agreement No. [_________________]
              (ii)   Words of the masculine gender include correlative words of the feminine
       and neuter genders, and vice versa;

               (iii) The table of contents and the headings or captions used in this Agreement
       are for convenience of reference and do not constitute a part of this Agreement, nor affect
       its meaning, construction, or effect;

              (iv)    Words importing Persons include any individual, corporation, partnership,
       limited liability company, joint venture, association, joint stock company, trust,
       unincorporated organization, or government or agency or political subdivision thereof;

               (v)    Any reference in this Agreement to a particular “Article,” “Section,” or
       other subdivision shall be to such Article, Section, or subdivision of this Agreement
       unless the context shall otherwise require;

              (vi)     Each reference in this Agreement to an agreement or contract shall include
       all amendments, modifications, and supplements to such agreement or contract unless the
       context shall otherwise require; and

               (vii) When any reference is made in this document or any of the schedules or
       exhibits attached hereto to the Agreement, it shall mean this Agreement, together with all
       other schedules and exhibits attached hereto, as though one document.

       Section 12.3      Binding Provisions

        The covenants and agreements contained herein shall be binding upon, and inure to the
benefit of, the heirs, legal representatives, successors and assignees of the respective parties
hereto, except in each case as expressly provided to the contrary in this Agreement.

       Section 12.4      Assignments

        This Agreement and the proceeds of the TCAP Loan may not be assigned, pledged,
hypothecated, transferred, mortgaged or otherwise conveyed to any Person without the consent
of the Department other than Persons contemplated by this Agreement.

       Section 12.5      Absence of Rights in Third-Parties

        No provision of this Agreement shall be construed in any manner so as to create any
rights in Persons or Entities that are not a party to this Agreement other than as provided in
Sections 6.3 and 11.3 hereof. The provisions of this Agreement shall be interpreted solely to
define specific duties and responsibilities between the Development Owner, the Department, and
the Asset Manager (as agent and representative of the Department), and shall not provide any
basis for claims of any other Person other than Treasury.

       Section 12.6      Applicable Law

        This Agreement shall be construed and enforced in accordance with the internal laws of
the State, except as federal law may otherwise apply.


                                             - 36 -          TCAP Written Agreement No. [_________________]
       Section 12.7        Counterparts

         This Agreement may be executed in several counterparts, and all so executed shall
constitute one Agreement, binding on all the parties hereto. Any counterpart of this Agreement,
which has attached to it separate signature pages which together contain the signatures of all the
parties hereto or is executed by an attorney-in-fact on behalf of some or all of the parties, shall
for all purposes be deemed a fully executed instrument.

       Section 12.8        Survival

       All representations, warranties, and indemnifications contained herein shall survive the
termination of this Agreement.

       Section 12.9        Separability of Provisions; Rights and Remedies; Consistency with
                           Program Requirements

        A.      Each provision of this Agreement shall be considered separable and if for any
reason any provision or provisions herein are determined to be invalid and contrary to any
existing or future law, such invalidity shall not impair the operation of or affect those portions of
this Agreement which are valid. Any portion hereof found to be illegal or invalid shall be
deemed deleted ab initio, and all other provisions shall remain in full force and effect and
construed so as most nearly to effectuate the intent of the parties.

        B.      Unless otherwise specifically provided herein, the rights and remedies of any of
the parties hereunder shall not be mutually exclusive, and the exercise of one or more of the
provisions hereof shall not preclude the exercise of any other provisions hereof. Each of the
parties confirms that damages at law may be an inadequate remedy for breach or threat of breach
of any provisions hereof. The respective rights and obligations hereunder shall be enforceable by
specific performance, injunction, or other equitable remedy, but nothing herein contained is
intended to limit or affect any rights at law or by statute or otherwise of any party aggrieved as
against the other parties for a breach or threat of breach of any provision hereof, it being the
intention by this paragraph to make clear that under this Agreement the respective rights and
obligations of the parties shall be enforceable in equity as well as at law or otherwise.

       C.     The provisions of this Agreement are intended to implement the TCAP Program
in accordance with Program Requirements and with Section 42 of the Code as applicable to the
TCAP Program, and shall be interpreted consistently therewith. In the event of any conflict
between the provisions of this Agreement and the Program Requirements, the Program
Requirements shall govern and, to the extent necessary, the inconsistent provisions of this
Agreement shall be without effect.

       D.     In accordance with Section 2306.082, Texas Government Code, it is the
Department’s policy to encourage the use of appropriate alternative dispute resolution
procedures (“ADR”) under the Governmental Dispute Resolution Act, Chapter 2009, Texas
Government Code, to assist in resolving disputes under the Department’s jurisdiction. As
described in Chapter 154, Civil Practices and Remedies Code, ADR procedures include
mediation. Except as prohibited by the Department’s ex parte communications policy, the
Department encourages informal communications between Department staff and the

                                               - 37 -          TCAP Written Agreement No. [_________________]
Development Owner, and other interested Persons, to exchange information and informally
resolve disputes. The Department also has administrative appeals processes to fairly and
expeditiously resolve disputes. If at any time the Development Owner or other Person would like
to engage the Department in an ADR procedure, the Person may send a proposal to the
Department’s Dispute Resolution Coordinator. For additional information on the Department’s
ADR Policy, see the Department’s General Administrative Rule on ADR at 10 TAC Section
1.17.

       Section 12.10      Independent Contractor; Indemnification

     IT IS EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO
THAT THE DEPARTMENT IS CONTRACTING WITH THE DEVELOPMENT
OWNER AS AN INDEPENDENT CONTRACTOR, AND THAT DEVELOPMENT
OWNER, AS SUCH, AGREES TO HOLD HARMLESS AND TO INDEMNIFY THE
DEPARTMENT AND ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND
AGAINST ANY AND ALL CLAIMS, DEMANDS AND CAUSES OF ACTION OF
EVERY KIND AND NATURE WHICH MAY BE ASSERTED BY ANY THIRD-PARTY
IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY INCIDENT TO THE
SERVICES PERFORMED BY THE DEVELOPMENT OWNER UNDER THIS
AGREEMENT.

       Section 12.11      Conflict of Interest

       Development Owner must comply with 24 C.F.R. Section 92.356(f). No owner,
developer or sponsor of the Development, including their officers, employees, agents,
consultants or elected or appointed officials may occupy a unit in the Development (with the
exceptions of (1) an individual living in a Development where he/she is a project manager or a
maintenance worker in that development and (2) an individual receiving TCAP Funds to acquire
or rehabilitate his/her principal residence).

       Section 12.12      Non-Discrimination

        The Development Owner shall ensure that no Person shall on the grounds of race, color,
religions, sex, handicap, familial status, or national origin be excluded from participation in, be
denied the benefits of, or be subjected to discrimination under any program or activity funded in
whole or in part with funds provided under this Agreement.

       Section 12.13      Force Majeure

        Performance under this contract may be interrupted by an event of Force Majeure.
“Force Majeure” means an event of catastrophic weather conditions or other extraordinary
elements of nature or acts of God; or acts of war (declared or undeclared); acts of terrorism,
insurrection, riots, civil disorders, rebellion or sabotage; or quarantines, embargoes and other
similar unusual actions of federal, provincial, local or foreign Governmental Authorities where
the non-performing Party is without fault in causing or failing to prevent the occurrence of such
event, and such occurrence could not have been circumvented by reasonable precautions and
could not have been prevented or circumvented through the use of commercially reasonable
alternative sources, workaround plans or other means.

                                              - 38 -          TCAP Written Agreement No. [_________________]
       Section 12.14      Counterparts and Facsimile Signatures

This Agreement may be executed in one or more counterparts each of which shall be deemed an
original but all of which together shall constitute one and the same instrument. Signed signature
pages may be transmitted by facsimile or electronic transmission, and any such signature shall
have the same legal effect as an original.




                                             - 39 -          TCAP Written Agreement No. [_________________]
       IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the
dates written below.

DEPARTMENT:                                     TEXAS DEPARTMENT OF HOUSING AND
                                                COMMUNITY AFFAIRS, an agency of the
                                                State of Texas, established by Chapter 2306,
                                                Texas Government Code


                                                By:
                                                [Name], [Title]

                                                Date: _______________________________

DEVELOPMENT OWNER                               ______________________________________
                                                ______________________________________
                                                ______________________________________


                                                By:
                                                [Name], [Title]

                                                Date: _______________________________

DEVELOPER                                       ______________________________________
(for purposes of Section 4.6)                   ______________________________________
                                                ______________________________________


                                                By:
                                                [Name], [Title]

                                                Date: _______________________________




                                Tax Credit Assistance Program
                                  TCAP Written Agreement
                                    Signature Page 1 of 1
                                                                TCAP Written Agreement No. [_________________]
                                  Exhibit A

DESCRIPTION OF DEVELOPMENT SITE


         [attached behind]
                            Exhibit B

TDHCA UNDERWRITING REPORT


      [attached behind]
                                                                                      Exhibit C

                     DUE DILIGENCE AND CLOSING REQUIREMENTS

The following items must be provided to the Department at least thirty (30) days in
advance of Closing, in order to facilitate the Department’s preparation of Closing
documents. Copies should be provided to the Department staff member(s) identified as the
closing agent for the transaction and to the escrow agent at the title company, to the extent
noted.
       A.      Final construction loan approval, as evidenced by an executed commitment from
the construction lender.

        B.       Any updates and changes from the initial Tax Credit application, which are not
otherwise included in the Application. If a proposed modification would materially alter a
Development approved for an allocation of a Housing Tax Credit, or if the Applicant has altered
any selection criteria item for which it received points, the Department shall require the
Applicant to file a formal, written request for an amendment to the Application in accordance
with 2009 QAP §49.17(d). Any updates or conditions shall be submitted to the Department
using the forms in the 2009 Uniform Application (or any supplements thereto) including, without
limitation, the following:

        (i)      Activity Overview [Vol. 1, Tab 1, Part A];

        (ii)     Rent Schedule [ Vol. 1, Tab 2, Parts B &C];

        (iii)    Annual Operating Expenses [Vol. 1, Tab 2, Part D];

        (iv)     30-Year Operating Proforma [Vol. 1, Tab 2, Part D];

        (v)      Development Cost Schedule [Vol. 1, Tab 3, Part A];

        (vi)     Offsite Cost Breakdown [Vol. 1, Tab 3, Part B];

        (vii)    Site Work Costs [Vol. 1, Tab 3, Part C];

       (viii) Summary of Sources and Uses of Costs [Vol. 1, Tab 4, Part A] Note: This must
be consistent with the Notice of Intent filed August 7, 2009);

        (ix)   Financing Participants [Vol. 1, Tab 4, Part B], Financing Narrative, executed
grant/subsidy, and updated construction loan commitment;

        (x)      Previous Participation Exhibits [Vol. 1, Tab 5, Parts A-E];

        (xi)     Tax Assessor valuation and tax rates by taxing jurisdiction;

        (xii)    Evidence of Site Control;

        (xiii)   Acquisition and/or Rehabilitation Information [Vol. 3, Tab 6]; and
        (xiv)   Updated Property Condition Assessment meeting the requirements of 10 TAC §
1.36.

      C.       Owner/Contractor Agreement with Federal Labor Standards Provisions (HUD
Form 4010) attached (executed or in substantially final form)

        D.      Owner/Architect Agreement (executed or in substantially final form)

        E.      Contract System Access Request Form, Texas Application for Payee
Identification Number Form and Direct Deposit Authorization Form.

      F.       Resolutions of Development Owner, indicating authority to obtain the TCAP
Loan and parties authorized to execute the TCAP Loan Documents.

        G.      Proof of zoning.

        H.      Proof of utilities available to the Development Site.

        I.     Any updates to the Phase I Environmental Site Assessment previously submitted
to the Department, and if necessary, an updated reliance letter.

        J.      An updated organizational chart for the Development Owner or Developer, to the
extent ownership of such Entities (including percentage of ownership therein) has changed from
the organizational chart included in the initial Tax Credit application.

        K.      Updated title commitment for mortgagee’s loan policy of title insurance in the
amount of the TCAP Loan, showing the Department as insured, with copies of exceptions.
(Note: The Department should receive a copy of such title commitment each time it is updated
prior to Closing.)

       L.       Updated survey for the Development Site, with certification to the Department.
The updated survey must include floodplain designation and, if the Development Site is
improved, must include all improvements. A full-sized copy and PDF version are required.
(Note. The Department should receive a copy of any updates to the survey each time it is
updated prior to Closing.)

       M.      To the extent the Development Owner has closed any financing for the
Development prior to Closing (other than financing that will be paid off at Closing), copies of
executed versions of such financing documents.

              .
       The following items must be provided to the Department prior to or concurrent
with Closing. Copies should be provided to the Department staff member(s) identified as
the closing agent for the transaction and to the escrow agent at the title company, to the
extent noted.

       A.     Executed copy of Owner/Contractor Agreement with Federal Labor Standards
Provisions (HUD Form 4010) attached (if not previously provided)
       B.      Executed copy of Owner/Architect Agreement (if not previously provided)

       C.      Final Plans and Specifications.

       D.        Copies of the final building permits authorizing commencement of construction
or a “will issue” letter.

       E.       An Officer’s Certificate of the Development Owner, including certified copies of
the organizational documents of the Development Owner as in effect on the date of Closing and
incumbency.

       F.    Evidence of Department approval of any change in ownership in the
Development Owner or Developer (including percentage of ownership therein), to the extent
required.

      G.       Pro forma loan policy of title insurance with the Department as beneficiary in the
amount of the TCAP Loan and showing the lien to be imposed by the TCAP Mortgage.

       H.      Final plat for the Development Site, to the extent applicable.

        I.     Copies of all other financing documents for the Development, in substantially
final form.

       J.       Evidence in form reasonably satisfactory to the Department that all other
financing parties have accepted the terms and conditions of this Agreement and the TCAP Loan.

       K.      Executed copies of the Security Instruments.

      L.        “Amended and Restated L.P. Agreement” signed by Development Owner and
Tax Credit Investor.

        M.       Evidence of insurance in the form of Certificates of Insurance, referencing the
Development Owner or the Development, including contact information for the broker or agent,
and listing the Department as an additional insured or certificate holder, as follows:

               Prior to or during construction:
               (i)    Commercial general liability insurance for the Development Owner,
       listing the Department as an additional insured, in an amount equal to the greater of
       $1,000,000 or the amount of the Subaward.
               (ii)   For the Contractor and Architect, evidence of errors and omissions
       insurance, in amounts acceptable to the Department.
               (iii) General Contractor’s commercial general liability, builder’s risk, and
       workers compensation insurance (must be non-reporting type), in amounts acceptable to
       the Department.

               Following the Construction Completion Date:
               (i)   Commercial general liability insurance for the Development Owner,
       listing the Department as an additional insured, in an amount equal to the greater of
        $1,000,000 or the amount of the Subaward.
                (ii)    Rental interruption insurance in an amount not less than the equivalent of
        six (6) months’ gross rental income.
                (iii) Property and casualty insurance, issued on a replacement cost basis, and
        insuring the full replacement cost of the Development.
                (iv)    Special hazard or floodplain insurance, as applicable.
                (v)     For the Property Manager, evidence of commercial general liability
        insurance and fidelity bond, in amounts acceptable to the Department.
                (vi)    All insurance is to be furnished through a company with a rating of at
        least “A-“ by Standard & Poor’s Insurance Solvency Review and/or at least “A, XI” by
        Best’s Insurance Guide.

       N.     Evidence of completion of the NEPA Review Process in the form of TDHCA
Environmental Clearance Certification.

         O.     Notice to Proceed. Development Owner must receive a Notice to Proceed from
the Department prior to the start of any construction activities and/or prior to disbursement of
funding for construction related activities. If Development construction will begin within ten
(10) days of Closing, the Development Owner must comply with the Department’s established
Notice to Proceed policy and procedures prior to Closing. This may include, but is not limited
to, the submission of TDHCA Form 6.02, designating a Labor Standards Officer for Davis
Bacon Prevailing Wage Regulations compliance. Different standards may be required if
construction of the Development commenced prior to the Application for TCAP Funds.

        P.      Special Provisions. [Real Estate Analysis Underwriting Conditions Inserted
Here]
                                                              Exhibit D

                               SUMMARY INFORMATION REPORT

Name of Development Owner

DUNS Number

Contact Information for Development Owner
                      Name:
                      Mailing Address:
                      City, State, Zip Code:
                      Email:
                      Phone:
                      Fax:
Contact Information for Development Owner Document Copies
                      Name:
                      Mailing Address:
                      City, State, Zip Code:
                      Email:
                      Phone:
                      Fax:



Development Name

Development Address

                      Street:

                      City, State, Zip Code:


TDHCA TCAP Application/File Number

TDHCA Tax Credit Application/File Number




                                                             Initials: ____
Exhibit D                                      Page 1 of 3
Asset Management Fee (per unit, per year)

Total Number of Units

Total Number of Low-Income Units

Total Number of Section 504 Accessible Units

Total Number of Energy Star-Qualified Units

Type of Development (check one)                         New Construction
                                                        Acquisition with Rehabilitation
                                                        Rehabilitation

Target Population (check one)                           Families
                                                        Seniors

                                                        Other:



Annual Tax Credit Award Amount

Tax Credit Award Pool (check one)                           2007              2008               2009

Source of Tax Credit Award (check one)                  Section 42(h) of the Code
                                                        Disaster Credits under Section 1400N

                                                        Other:

Minimum Set-Aside Test

Name of Tax Credit Investor

Total Amount of Equity Investment

Contact Information for Tax Credit Investor
                     Name:
                     Mailing Address:
                     City, State, Zip Code:
                     Email:
                     Phone:
                     Fax:




                                                                                               Initials: ____
Exhibit D                                     Page 2 of 3
TCAP Loan/Award

    Equity Bridge Loan Initiative
            1.   Loan Type. A loan to finance the [acquisition and new construction / acquisition and rehabilitation / new
                 construction / rehabilitation] of a [_________________] unit [seniors / multifamily] rental housing development,
                 known as [_________________].
            2.   Loan Amount. [_________________] AND NO/100 DOLLARS ($ .00).
            3.   Loan Term. The loan term shall be [____________] years commencing at Closing.
            4.   Annual Interest Rate. The interest rate will be equal to zero percent (0%) per annum.
            5.   Payment Terms. [____________] equal payments shall be due and payable to the Department on or before
                 December 31 beginning [____________] years from the end of the first year of the Credit Period and continuing
                 annually thereafter. Any outstanding amounts shall be due at maturity.
            6.   Security for the Loan. An anticipated [____________] lien deed of trust against the Property during the permanent
                 phase, together with a security agreement and assignment of rents and financing statement, for all improvements,
                 personal property, contracts and other rights associated with the Property; OR In lieu of a deed of trust against the
                 property, the TCAP Funds shall be secured by the Limited Partner Assignment Pledge and Security Agreement.

    Permanent Loan Replacement Initiative
            1.   Loan Type. A loan to finance the [acquisition and new construction / acquisition and rehabilitation / new
                 construction / rehabilitation] of a [_________________] unit [seniors / multifamily] rental housing development,
                 known as [_________________].
            2.   Loan Amount. [_________________] AND NO/100 DOLLARS ($ .00).
            3.   Loan Term. The loan term shall be [____________] years, fully amortizing over a period of [____________]
                 years, to begin on the latest of (i) February 16, 2012, (ii) the Construction Completion Date, (iii) the expiration of
                 the HUD grant period, or (iv) a date determined by the Department (“Permanent Loan Commencement”).
            4.   Annual Interest Rate. The interest rate will be equal to [____________] percent ([____________]%) per annum.
            5.   Payment Terms. No interest will accrue prior to Permanent Loan Commencement. From and after Permanent
                 Loan Commencement, monthly payments of the unpaid principal and interest shall be due and payable to the
                 Department. Any outstanding amounts shall be due at maturity.
            6.   Security for the Loan. An anticipated [____________] lien deed of trust against the Property during the permanent
                 phase, together with a security agreement and assignment of rents and financing statement, for all improvements,
                 personal property, contracts and other rights associated with the Property.

    Tax Credit Replacement Initiative
            1.   Loan Type. A loan to finance the [acquisition and new construction / acquisition and rehabilitation / new
                 construction / rehabilitation] of a [_________________] unit [seniors / multifamily] rental housing development,
                 known as [_________________].
            2.   Loan Amount. [_________________] AND NO/100 DOLLARS ($ .00).
            3.   Loan Term. The loan term shall be thirty (30) years, with payments to begin on the latest of (i) February 16, 2012,
                 (ii) the Construction Completion Date, (iii) the expiration of the HUD grant period, or (iv) a date determined by
                 the Department (“Permanent Loan Commencement”).
            4.   Annual Interest Rate. The interest rate will be equal to zero percent (0%) per annum.
            5.   Payment Terms. No interest will accrue prior to Permanent Loan Commencement. From and after Permanent
                 Loan Commencement, thirty (30) semiannual payments of the unpaid principal and interest shall be due and
                 payable to the Department. Payments shall be equal to (i) ten percent (10%) of the total amount available for
                 payment or distribution by the Development Owner after payment of all operating expenses of the Development
                 times (ii) the total TCAP Loan as a percentage of the sum of all equity generated from tax credits and the Tax
                 Credit Replacement Initiative. If a sale or refinancing of the property occurs at anytime during the loan term, ten
                 percent (10%) of the sale or refinancing proceeds shall be paid toward the outstanding balance of the TCAP Loan.
                 The balance of any outstanding principal or accrued interest shall be forgiven at maturity.
            6.   Security for the Loan. An anticipated [____________] lien deed of trust against the Property during the permanent
                 phase, together with a security agreement and assignment of rents and financing statement, for all improvements,
                 personal property, contracts and other rights associated with the Property.



                                                                                                                        Initials: ____
Exhibit D                                                      Page 3 of 3
                                                                                                           Exhibit E
                                        PROJECTED DRAW SCHEDULE

    COMPLETION                       PROJECTED                        DRAW                    PERCENTAGE OF
    BENCHMARK                        DRAW DATE                       AMOUNT                     TCAP LOAN

 Twenty-Five Percent
    Construction
  Completion Date 4

    Fifty Percent
    Construction
  Completion Date 5

Seventy-Five Percent
   Construction
 Completion Date 6                                                                                     75%


    Construction
  Completion Date 7                                                                                    100%



           TOTAL:                                                                                      100%




           4
               Projected date of initial disbursement should be within six (6) months from Closing (per TDHCA policy).
           5
               Projected date of 50% completion disbursement should be within 12 months from Closing (per TDHCA
policy).
           6
          75% of all TCAP funds (statewide) must be expended by February 14, 2011 (per TCAP Requirements).
Need to determine whether an additional draw is required here.
           7
          Projected date of completion must be prior to November 30, 2011 (per TCAP Requirements) and 24
months from Closing (per TDHCA policy).
                                                                             Exhibit F
                                    MORTGAGE LOANS

Mortgage Lender Name

        Contact Name:

      Mailing Address:

  City, State, Zip Code:

                 Email:

                 Phone:                              Fax:

                                  Amount:                   Interest Rate:

                           Annual Payment:                         Term:

                 Other:



Mortgage Lender Name

        Contact Name:

      Mailing Address:

  City, State, Zip Code:

                 Email:

                 Phone:                              Fax:

                                  Amount:                   Interest Rate:

                           Annual Payment:                         Term:

                 Other:
                                          Exhibit G
AFFIRMATIVE FAIR HOUSING MARKETING PLAN


             [attached behind]
                                                                                       Exhibit H
                          APPLICABLE LEGAL REQUIREMENTS

The Fair Housing Act (42 U.S.C. 3601-20) and implementing regulations at 24 CFR part 100;
Executive Order II063, as amended by Executive Order 11063, as amended by Executive Order
12259 (3 CFR, 1958-1963 Comp., p. 652 and 3 CFR, 1980 Comp., p. 307) (Equal Opportunity in
Housing) and implementing regulations at 24 CFR, Part 107

Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d) (Nondiscrimination in Federally
Assisted Programs) and implementing regulations at 24 CFR, Part 1; Executive Order 11063, as
amended by Executive Order 12259, and 24 CFR part 107, “Nondiscrimination and Equal
Opportunity in Housing under Executive Order 11063”

The Age Discrimination Act of 1975 (42 U.S.C. 610107) and implementing regulations at 24
CFR, Part 146, “Nondiscrimination on the Basis of Age in HUD Programs or Activities
Receiving Federal Financial Assistance”, and the prohibitions against discrimination against
handicapped individuals under Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794)
and implementing regulations at 24 CFR, Part 8; Executive Order 11246 (3 CFR 1964-65,
Comp., p. 339) (Equal Employment Opportunity) and the implementing regulations issued at 41
CFR, Chapter 60

Affirmative Marketing When marketing TCAP units, the owner must comply with the TCAP
affirmative fair housing marketing plan and procedures established by TDHCA.

Section 504 of the Rehabilitation Act of 1973 (29 U.S.C., Section 794) and implementing
regulations at 24 CFR Part 8, “Nondiscrimination Based on Handicap in Federally-Assisted
Programs and Activities of the Department of Housing and Urban Development”

       Note: For new construction developments and developments undergoing
       substantial rehabilitation, five percent of the units must be accessible to persons
       with mobility impairments and two percent must be accessible to persons with
       hearing or vision impairments (See 24 CFR 8.22). Substantial rehabilitation for a
       multifamily rental development is defined in 24 CFR 8.23 as a development with
       15 or more units for which the alterations would equal more than seventy-five
       percent (75%) of the replacement cost of the facility. For developments in which
       the rehabilitation is not substantial, the Section 504 provisions are applicable
       only to the maximum extent feasible. (See 24 CFR 8.23).

National Environmental Policy Act of 1969 (42 U.S.C. Sec. 4321 et. seq.) and all laws
referenced by, and requirements set forth in, 24 CFR Part 58.6

Lead-Based Paint Poisoning Prevention Act (42 U.S.C. Sec. 4831 et. seq.), Residential Lead-
Based Paint Hazard Reduction Act of 1992 (42 U.S.C. Sec. 4851 et. seq.) and implementing
regulations at 24 CFR Part 35.

       Note: The lead-based paint requirements are applicable to rehabilitation
       developments only.
Davis-Bacon Prevailing Wages The wage rate requirements of section 1606 of Division A of
the American Recovery and Reinvestment Act of 2009.

Anti-Lobbying Restrictions Restrictions on lobbying in 31 USC 1352 and implementing
regulations at 24 CFR Part 87 “New Restrictions on Lobbying”.

Non-procurement Debarment and Suspension Compliance with subpart C of 2 CFR Part 180,
as required by 2 CFR Part 2424.

Interior and Related Agencies Appropriations Act for Fiscal Year 1990 (31 U.S.C. 1352)
(Restrictions on Lobbying), as amended, and implementing regulations at 24 CFR Part 87 “New
Restrictions on Lobbying”

Federal Acquisition Streamlining Act of 1994 (Section 2455, Pub. L. 103–355, 108 Stat. 3327)
(Non-Procurement Debarment and Suspension) and implementing regulations at 2 CFR Part
2424; Executive Order 12549, Debarment and Suspension (3 CFR 1986 Comp., p. 189);
Executive Order 12689, Debarment and Suspension (3 CFR 1989 Comp., p. 235)

Federal Drug-Free Workplace Act of 1988 (41 U.S.C. 701 et. seq.) and implementing
regulations at 24 CFR Part 21

Requirement to Post Notice Of Whistleblower Rights and Remedies Any employer receiving
funds under this Agreement shall post notice of the rights and remedies afforded whistleblowers
under Section 1553 of the Recovery Act.

Requirement for Fixed-Price Contracting To the maximum extent possible, subcontracts
funded under this Agreement shall be awarded as fixed-price contracts through the use of
competitive procedures. Development Owner shall post a summary of any contract awarded with
such funds that is not fixed-price and not awarded using competitive procedures on the federal
website established pursuant to Section 1526 of the Recovery Act.

Prohibited Uses of Funds Any funds made available under this Agreement shall not be used for
any casino or other gambling establishment, aquarium, zoo, golf course, or swimming pool.

Prevailing Wages and Rates Paid to Contractors and Subcontractors Notwithstanding any
other provision of law and in a manner consistent with other provisions of the Recovery
Reinvestment Act, all laborers and mechanics employed by the Development Owner and
subcontractors on projects funded directly by or assisted in whole or in part by and through the
federal government pursuant to the Recovery Act shall be paid wages at rates not less than those
prevailing on projects of a character similar in the locality as determined by the Secretary of
Labor in accordance with subchapter IV of chapter 31 of title 40, United States Code.
                                                                                           Exhibit I

CERTIFICATION REGARDING LOBBYING FOR CONTRACTS, GRANTS, LOANS, AND
                     COOPERATIVE AGREEMENTS

The undersigned certified, to the best of its knowledge and belief, that:

          1.     No federal appropriated funds have been paid or will be paid, by or on behalf of
                 the undersigned, to any Person for influencing or attempting to influence an
                 officer or employee of an agency, a member of congress, an officer or employee
                 of congress, or an employee of a member of congress in connection with the
                 awarding of any federal contract, the making of any federal grant, the making of
                 any federal loan, the entering into of any cooperative agreement or modification
                 of any federal contract, grant, loan, or cooperative agreement.

          2.     If any funds other than federal appropriated funds have been paid or will be paid
                 to any Person for influencing or attempting to influence an officer or employee
                 of any agency, a member of congress, an officer or employee of congress, or an
                 employee of a member of congress in connection with this federal contract,
                 grant, loan, or cooperative agreement, the undersigned shall complete and
                 submit standard form LLL, “Disclosure Form to Report Lobbying”, in
                 accordance with its instructions.

                 The undersigned shall require that the language of this certification be included
                 in the award documents for all sub-awards at all tiers (including subcontracts,
                 sub grants, and contracts under grants, loans, and cooperative agreements) and
                 that all subrecipients shall certify and disclose accordingly.

This certification is material representation of fact which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making
or entering into this transaction imposed by section 1352, Title 31, U.S. Code. Any Person who
fails to file the required certification shall be subject to a civil penalty of not less than $10,000
and not more than $100,000 for each such failure.




Signed:                                                             DATE:
Name:
Title:
                                  Exhibit J

PROJECTED CONSTRUCTION SCHEDULE


         [attached behind]
                                                  Exhibit K

       AUTHORIZED OFFICER(S) OF THE OWNER



NAME                 TITLE            SPECIMEN SIGNATURE
                                         Exhibit L
REQUEST FOR DISBURSEMENT OF TCAP FUNDS


             [attached behind]
                                                  TABLE OF CONTENTS
ARTICLE I DEFINITIONS...........................................................................................................2 
ARTICLE II LOAN OF TCAP FUNDS......................................................................................10 
   Section 2.1          TCAP Loan ......................................................................................................10 
   Section 2.2          Term.................................................................................................................11 
   Section 2.3          TCAP Loan Terms...........................................................................................12 
ARTICLE III INITIAL DISBURSEMENT OF TCAP FUNDS .................................................12 
   Section 3.1          Due Diligence and Closing Requirements .......................................................12 
ARTICLE IV DISBURSEMENTS OF TCAP FUNDS ..............................................................13 
   Section 4.1          Eligible Costs ...................................................................................................13 
   Section 4.2          Requisitions; Expenditure Deadlines...............................................................14 
   Section 4.3          Change Orders .................................................................................................15 
   Section 4.4          Disbursements ..................................................................................................16 
   Section 4.5          Construction Meetings; Monitoring.................................................................17 
ARTICLE V COVENANTS AND RESTRICTIONS .................................................................17 
   Section 5.1          TCAP LURA ...................................................................................................17 
   Section 5.2          Compliance with Program Requirements ........................................................17 
   Section 5.3          Covenants Regarding Sale or Assignment of Development, Contracts
                        or Interests........................................................................................................18 
ARTICLE VI RECAPTURE........................................................................................................19 
   Section 6.1          Recapture Event ...............................................................................................19 
   Section 6.2          Enforcement .....................................................................................................19 
   Section 6.3          Notice...............................................................................................................20 
   Section 6.4          Right to Cure....................................................................................................20 
   Section 6.5          Preservation of Rights and Remedies ..............................................................21 
ARTICLE VII REPRESENTATIONS AND WARRANTIES ...................................................21 
   Section 7.1          Representations, Warranties and Covenants of the Development
                        Owner...............................................................................................................21 
   Section 7.2          Covenants of Construction Completion ...........................................................26 
   Section 7.3          Cost Certification .............................................................................................27 
ARTICLE VIII RESERVE ACCOUNTS ...................................................................................27 
   Section 8.1          Replacement Reserve .......................................................................................27 
   Section 8.2          Funding of Reserve Accounts..........................................................................27 
ARTICLE IX BOOKS AND REPORTING ................................................................................28 
   Section 9.1          Maintenance, Retention and Accessibility of Books; Reporting
                        Generally..........................................................................................................28 
   Section 9.2          Compliance Monitoring Reports......................................................................28 
   Section 9.3          Financial and Performance Audit ....................................................................29 
   Section 9.4          Development Performance Reports .................................................................30 
   Section 9.5        Additional Reports ...........................................................................................30 
ARTICLE X ASSET MANAGEMENT ......................................................................................31 
   Section 10.1       Appointment of Asset Manager .......................................................................31 
   Section 10.2       Asset Management Duties ...............................................................................31 
   Section 10.3       Asset Management Fee ....................................................................................31 
ARTICLE XI DEFAULT; TERMINATION...............................................................................31 
   Section 11.1       Events of Default .............................................................................................31 
   Section 11.2       Remedies Upon an Event of Default ...............................................................33 
   Section 11.3       Third-Party Rights to Notice and Cure ............................................................34 
   Section 11.4       Enforcement; Specific Performance ................................................................34 
ARTICLE XII GENERAL PROVISIONS ..................................................................................35 
   Section 12.1       Notices .............................................................................................................35 
   Section 12.2       Rules of Construction ......................................................................................35 
   Section 12.3       Binding Provisions...........................................................................................36 
   Section 12.4       Assignments .....................................................................................................36 
   Section 12.5       Absence of Rights in Third-Parties..................................................................36 
   Section 12.6       Applicable Law................................................................................................36 
   Section 12.7       Counterparts.....................................................................................................37 
   Section 12.8       Survival ............................................................................................................37 
   Section 12.9       Separability of Provisions; Rights and Remedies; Consistency with
                      Program Requirements.....................................................................................37 
   Section 12.10      Independent Contractor; Indemnification ........................................................38 
   Section 12.11      Conflict of Interest ...........................................................................................38 
   Section 12.12      Non-Discrimination .........................................................................................38 
   Section 12.13      Force Majeure ..................................................................................................38 
   Section 12.14      Counterparts and Facsimile Signatures............................................................39 




EXHIBITS

Exhibit A – Description of Development Site
Exhibit B – TDHCA Underwriting Report
Exhibit C – Due Diligence and Closing Requirements
Exhibit D – Summary Information Report
Exhibit E – Development Draw Schedule
Exhibit F – Mortgage Loans
Exhibit G – Affirmative Fair Housing Marketing Plan
Exhibit H – Applicable Legal Requirements
Exhibit I – Certification Regarding Lobbying
Exhibit J – Construction Schedule
Exhibit K – Authorized Officer(s) of the Development Owner
Exhibit L – Request for Disbursement of TCAP Funds